The Mask of Responsibility
by MLP Mike
Summary: Peter Parker is bitten by a genetically altered spider and gets super human powers. Becoming the masked hero Spider-Man he battles super-villains and common crooks alike, all the while trying for the affection of the woman he loves and take care of his old Aunt May. Can Spider-Man keep his city safe and make it home in time for wheat cakes? Who knows?
1. The Mistakes We Make - Part I

Chapter One

The alarm buzzed angrily with its loud harsh sound. Peter groaned and slowly reached out a hand to slap the alarm into silence. Sunlight streamed through the window in an annoying ray of color as Peter hauled himself out of bed and stumbled to his bathroom. Without opening his eyes he managed to brush his teeth, comb his hair, and get dressed. He was halfway down the stairs when he yawned, stretched, and became a part of the living world.

"Well look who's up and ready for school." said a grey haired man sitting at the kitchen table, Peter's Uncle Ben.

"Morning." Peter said, halfheartedly slumping into his seat at the table.

"Did you sleep alright Pete?"

"Yeah."

Uncle Ben nodded as he stood up from the table.

"That's good." He took a drink from his coffee and looked at his watch. "I've got to run to work okay, tell your Aunt when you leave okay?"

"Alright, see you later." Peter's uncle grabbed his coat and left out the front door. After finding some breakfast Peter grabbed his back pack and went to his aunt who was asleep in her room. He gently woke her.

"Hey Aunt May."

"Peter," she said, smiling up at him. "What time is it? You need to get to school."

"I'm going now, how is your back feeling?"

"Oh it's alright, thank you for asking. Just my old joints acting up." Peter smiled back at his aunt.

_I wish it was just that, she's been out of commission for weeks._

"Well I'll see you later okay?" Peter said, he waved as he headed to the door and his aunt went back to sleep.

* * *

Midtown High, a perpetual hell on earth to students and teachers alike. The school was full of crumbling walls and wobbly desks. It was a wonder how the place hadn't been shut down yet.

Peter walked up the front steps.

_I wonder what splendid gifts wait inside today._

"Hey Pete!" a voice called behind him. "Peter wait up!"

Peter turned to see his best friend Harry Osborn bounding towards him.

"Harry, what's up?" Peter said.

"Hey, I just need to see your Pre-Cal homework from last night," Harry was already taking a notebook out of his backpack. "There are just a few problems I don't understand."

"It's always great to see you too pal." Peter rolled his eyes, taking out his own notebook and handing it to Harry. "Just give it back at lunch okay." They walked through the front doors and into the building.

"No problem dude, thanks a bunch. My dad flipped shit when he looked at my report card last time, it can't afford to not turn in homework."

"Yeah," Peter said, not really listening. He walked up to a display case in the main hallway. "Shit man can you believe this?"

"What?" asked Harry.

"Look, someone vandalized that photo I took at the last choir contest." Peter pointed at several poorly drawn mustaches decorating the faces of a photograph. Harry laughed.

"I'd say it's an improvement," He slapped Peter on the back. "There will be more opportunities for you to stick your camera in people's faces, don't worry."

A bell chimed from an intercom.

"Come on let's get to class."

* * *

"Parker!"

_Oh great._

Peter was almost to the classroom when one Flash Thompson stopped him.

"Aren't you forgetting something?" He asked, flashing his yellow teeth. Peter sighed and reached into his pocket pulling out a five dollar bill.

Flash snatched it out of his hand. "Good boy." He put a meaty hand on Peter's chest and pushed him to the ground before swaggering into the class. Peter stood up and dusted himself off just as the bell rang. He sighed again and walked through the door.

Doctor Curtis Connors looked up from his desk.

"Peter, you're late." He said.

"Sorry Doctor Connors, I just missed the bell." Peter responded, slipping into his seat.

"Well let's not let it happen again." Doctor Connors rifled through some papers on his desk and stood up. "Alright class, I've graded your tests on Hardy-Weinberg Equilibrium and I'm disappointed to say that nearly half of our class has failed." Everyone groaned loudly. Connors tucked a stack of papers under the stump that was his right arm and walked around class handing out tests with his good hand. The good doctor had lost his arm during his stint in the military, though he never gave more details about what happened.

Peter looked at his test as it was placed on his desk.

"Another 100 for Mister Parker." Doctor Connors smiled at him before moving along down the rows.

When class had ended, Peter packed up his things and was almost out the door when Connors called him back.

"Peter, can you wait a minute?" He asked.

"Sure Doc, what's up?"

"I must say that I am impressed with your school work, no one in all my years of teaching has managed to keep a straight A in this course."

"Thank you sir, I try." Peter went for the door again.

"I have to ask, if you wouldn't mind joining my family and I for dinner tonight. I could show you around the lab and you could try some of my wife's brownies, no one else will."

Peter laughed.

"Okay I might drop by, but only if I can get some photos of the lab for the school paper. We're writing a story to inform kids about possible colleges and stuff."

"No problem at all, I'm teaching a class at ESU tonight so you can just meet me there around 6 okay?"

"Okay, see you Doctor Connors.'

Peter headed out into the hall where he bumped into Harry.

"What was that about?" Harry asked.

"Doctor Connors invited me to dinner."

"Wow," Harry laughed "He asked you out. That's freaking hilarious."

* * *

That night, Peter waited outside Doctor Connor's classroom. The sound of hundreds of feet thundered through the halls as the door opened releasing a wave of students. Peter squeezed himself against a wall to avoid being swept away. When the majority had gone by he slipped into the class.

Doctor Connors was at his desk packing his things.

"Ah Peter you're early." He said.

"Well punctuality has always been a special skill of mine." Peter said as he weaved through the desk towards to doctor. Connors noticed the camera hanging around Peter's neck.

"I suppose you're ready to get those shots then huh?" He led Peter though a door and into the laboratory.

_Wow this place is so awesome!_ Peter thought as his mouth fell open.

"Is that a dilithium energy converter?" Peter asked rushing over to a shining machine. Connors smiled.

"Indeed it is. Good eye Peter." Lifting his camera, Peter took photos of almost every surface. This place was a wonderland to him.

"What's this?" He asked pointing to an odd looking mechanism. It consisted of different spindles that spun around twisting a thin white strand into different shapes.

"This is a little project of mine," Connors reached onto a table next to the contraption and lifted a small silver pill. "I call it Bio-Cable. It's a type of wire I synthesized, adhesive, elastic and very strong. A single container just like this could hold several hundred yards of the stuff. However it acts as a poor conductor of electricity so as of now it has no real use."

"Pretty cool though." Peter mused as he examined the lab again. He paused when something else caught his eye. "What's this over here?"

Against a wall was a large shelf filled with small clear containers. Inside were dozens of spiders each with their own little box.

"That," Doctor Connors said, "is the real purpose of this laboratory, cross species experimentation. We are in the process of combining multiple genes from different species of spiders into a one genetically superior spider."

"Now that is cool."

"I'm glad you think…" Connors was interrupted by his wife and son walking through the door. "Ah Peter let me introduce you to my family, this is Martha my wife and my son Billy."

"Hello, nice to meet you." Peter said, shaking Martha's hand.

"It's always nice to meet one of Curt's prized students," Martha smiled at Peter before turning to her husband. "We were wondering where you were and decided to come grab you for dinner."

"We were just on our way there now actually." Connor said, ushering everyone towards the door.

Peter was taking one last look around the lab when he felt a sharp pain on his left hand.

"Ow!" he exclaimed, shaking it vigorously.

"Are you okay?" Martha asked.

"Yeah," Peter said looking at his hand which was already beginning to swell. "I think something bit me."

"Here let me see." Doctor Connors examined Peter's hand. "Hmm looks like a bee sting or spider bite, let's get you to the house so we can fix you up."

* * *

Peter waved goodbye to the Connors family as they drove away having dropped him off at his house. He scratched at the bandage around his hand. It was still throbbing painfully. When he got inside the house he found his Aunt and Uncle were eating their own dinner.

"Hello Peter," His Aunt May said. "How was school?"

"It was okay." Peter shuffled towards the stairs.

"Are you hungry, we got Chinese?"

"No thanks I already ate." He disappeared up into his room. Uncle Ben smiled at his wife.

"Teenagers, they never seem have much time to chat do they?" He said.

"Nope," Chuckled May. "I guess not."

Up in his room, Peter swayed on his feet. The room spun and he stumbled to his desk. Gripping the edge for support, he tried to reach his bed.

_What's happening? I felt fine earlier._

Peter fell to the floor. Suddenly it felt as if his heart was trying to beat its way out of his chest. He started to panic. He opened his mouth and tried to call out to his aunt and uncle but no sound was made.

He passed out.

* * *

Blood splattered against the mirror, in a fit of coughing Norman Osborn gripped the edges of the sink until his knuckles turned paper white. He looked up at the blood splattered mirror and into his pale face. He was a gaunt old man, close to death.

_Do not go gentle into that good night._

Osborn stood up straighter and used a paper towel to wipe up the blood. He then picked up his lab coat from where he had laid it on the counter and shrugged it on. He coughed softly.

_This is my last chance. It has to work._

He left the bathroom and started down the hallway to the laboratory. Years of planning and months of testing had come down to this. He didn't have time to spare. He looked around at all the scientists working. They were scribbling on paper or bending over microscopes.

_I created this, all of this._

Oscorp, the pride and joy of Norman's life and the scientific juggernaut of the east coast. All of it could be taken away by the two trivial words, "lung cancer". It infuriated Norman how something so seemingly insignificant could come to bring a god to his knees, but no more. Tonight everything changes.

Norman used his special key to unlock a door in the rear of the lab. He coughed as he strode confidently to a computer. Performance enhancers were the key. He could heal himself, heal anyone with his formula. He typed in his code into the computer and a compartment slide open in the wall.

_I can save the world. I shouldn't waste time running tests and pouring over notes. Human trials are what I need._

And what better test subject than a man with no time. Norman Osborn took out a green vile and the compartment slide shut again. He seated himself on a chair and held the key to physical perfection in his hand.

_Here goes nothing._

He uncapped the vile and drank.


	2. The Mistakes We Make - Part II

Chapter Two

Peter opened his eyes.

_Well I'm not dead._

He jumped up off the floor and banged his head into the ceiling.

"Fuck!" He yelled twisting around so that he landed in a crouching position on the floor. He looked up to see a dent in the ceiling.

"Peter, are you alright?" He heard a voice call from downstairs.

Peter felt the top of his head, he felt fine.

_I feel awesome._

"Yeah, I'm good."

"Okay, but watch your language."

"Yes Ma'am"

Peter pulled off his old clothes and got ready for school. He pulled a shirt over his head and bent to grab his shoes only to hear a loud rip.

"Wha?" Peter felt around to find that he had completely ripped open the back of his shirt. He took off the remains of his shirt and caught a look at himself in the mirror. "Holy shit." He breathed.

_I look awesome._

No longer was he a skinny awkward looking teenager. He was covered in lean muscle, completely toned. He looked at his alarm clock, he was running late. Grabbing another shirt, he carefully put in on and dashed down the stairs.

"Whoa!" said Uncle Ben as Peter zipped by.

"I'm going to be late, I'll see you later!" Peter called, racing out to the front door.

Uncle Ben looked at Aunt May.

"Looks like something put a spring in his step." He said. May nodded and turned back to her newspaper. "Do you need a ride to the doctors later? I can always switch sifts."

"No, no don't worry;" May said "Anna Watson from next door is taking me."

"Alright, it's good you're finally getting your back checked out. Just come home right after you're done okay." He kissed her forehead and grabbed his coat. "I'll see you tonight love."

* * *

Peter jogged towards the subway but suddenly he didn't feel like stopping to sit on the train, he felt like running. It was so easy now, it was as if he had been carrying around a hundred pound weight for 17 years and someone finally took it off. He powered one foot before the other and pushed himself forward. He leapt over fire hydrants and dodged around people as he continued his dash.

_I feel invincible!_

Peter turned a sharp corner and started across the street. A horn blared to his right and time suddenly slowed down. He could sense the car coming and an instinctively propelled himself up into the air. He spun like a gymnast touching down lightly on the ground.

Except it wasn't the ground, and it wasn't even down. He was perched on the vertical side of a building. He looked at where his feet and hands touched the wall. He looked at the ground twenty feet below him. He looked at the people staring up at him, pointing and shouting.

_What the hell is this?_

Peter dropped to the ground and ran, away from the crowd that was gathering. He tore off down the sidewalk and came to a stop only when he had run 5 blocks.

_I'm not even tired._

He stepped into an alley and leaned against the stone wall. Holding his hands in front of his face, he could see no difference, they were just normal hands. He examined the wall across from him and on a whim he leapt to it, clinging to the surface. He pulled moved one hand up then a leg, another hand, another leg. Over and Over again, faster and faster until, Peter's hand grabbed onto the top ledge of the building and he hoisted himself up. He stood high above the streets with the wind whipping at his hair. He raised his arms above himself and yelled to the clouds.

"Flash Thompson can suck it!"

* * *

Peter got to school at around fourth period. He burst through the front doors smiling like no one walking into a high school should ever smile. He pulled out his cell phone and checked the time.

_Just in time for lunch._

He found Harry sitting in their usual spot on the bleachers, however there was someone new sitting in Peter's spot. A someone with long blonde hair and sparkling blue eyes.

"Liz Allen." Said Peter as he approached the pair.

"Hello Peter," Liz responded "I was just telling Harry that my parents are out of town this weekend so I'm having a party tonight."

"Oh that's cool."

"Yeah, you should come too." Liz turned to Harry. "Right? Wouldn't that be fun?" Harry looked at his shoes.

"Yeah I guess." He said.

"Great! I'll see you tonight." Liz stood up and trotted down the bleachers, blonde hair swishing like a pendulum. Harry watched her as she disappeared back into the school.

"I think I'm in love."

Peter plopped down next to him.

"Whooah, here she comes!" Peter sang. "Watch out boy, she'll chew you up!" Harry elbowed him in the side. Peter didn't feel a thing.

"I think the only reason she invited me is cause I can get booze." He said dejectedly. Peter wasn't listening.

_Should I tell him what happened? Hell I don't even know what happened._

"…and with my grades I don't even know if my dad will let me go." Peter looked back at Harry.

"How is your dad doing anyways?" Peter asked.

"I guess he's alright, he doesn't talk to me about his cancer. He spends all his time at the lab." Harry got up.

"Hey where are you going?"

"I need to go ask my teacher something."

"Well, I'll go with you."

"No, it's okay," Harry looked at his shoes again. "You should uh, meet me at Liz's tonight, okay?"

"Sure, I'll be there."

Harry nodded and walked away. Peter checked the time again.

_I got some time before next period, I should get some food. I'm freaking starving!_

* * *

_Wake up Wake up Wake up Wake up Wake up_

Norman sat bolt upright, looking around wildly.

_What happened?_

He touched his head, it was warm and sticky, he pulled his hand away and found it to be covered in blood.

_Oh god!_

Norman stood up and looked around. He was in the bathroom again. He rushed to the sink and washed his hand and then he grabbed some paper towels and wiped his head. Looking in the mirror he found that there was no cut or anything. It wasn't his blood. Behind him in the mirror Norman could see a pair of legs. He turned and found one of his scientists lying in a pool of blood.

"What the fuck!" Norman turned and rushed from the bathroom. "Help! Someone Help!"

_Did someone say, Help?_

Norman froze, the entire laboratory was destroyed, dead bodies were scattered everywhere along with wreaked machinery. He stood there his mouth open in a silent scream.

_Who did this?_

_We did this._

_Who?_

_We Norman, We._

_Who is we, who are you!?_

_I am you, you are me. We are we._

Norman pressed his hands to either side of his head, squeezing hard. Tears rolled down his face.

_I don't understand. You don't belong!_

_I belong, you belong, and we belong together._

Norman ran. He ran so fast. Through the door to his private lab, and to the smashed vile on the floor. He knelt there and wept. In the ruins of his greatest creation.

_We are your greatest creation._

_What do I do?_

_What do we do?_

Norman stopped crying. He opened his eyes and looked towards the ceiling and laughed.

"HAAA HAAAA HAAA HAAA HAAAAAA!"

_We we we we we we we we we we._

* * *

The elevator dinged and Harry Osborn stepped out into the lobby of the family penthouse. He dropped his bag on the polished floor and trudged into the lounge. He found what he was looking for behind the bar. He grabbed whatever alcohol he could carry and took it to his room where he stuffed it all in a duffle bag. The glass clinked together merrily and Harry smiled to himself.

_Who cares if Liz only wants me for the booze, I'm a man who can deliver._

The sound of the elevator dinging again made Harry jump. He zipped up the bag and carefully brought it over his shoulder. He stepped out of his room just in time to catch a glimpse of his father disappearing into his own bedroom.

_Figures, he doesn't even say "Hi" to me anymore. Ever since mom died…_

Harry looked away from his father's closed door and clutched his bag tighter.

_Party time!_

* * *

Peter wish that his new found powers gave him the skill to turn invisible.

_That would be nice._

The music was loud, too loud by any ones standards. A group of people mingled in the center of the room gyrating against each other to the beat of whatever trashy music kids liked these days. Peter was against a wall, a drink in his hand. Peter didn't like the taste of beer. He had taken the drink to be courteous more than anything else.

_How long do I have to be here in order for me to leave?_

Someone bumped in to Peter and the drink sloshed out of his cup onto the floor.

"Sorry" Said Peter, moving away from the mess. He walked through the kitchen and out the back door. A couple sat on a bench engrossed in each other's faces. Peter turned away from them and looked at the night sky. He couldn't see the stars, it was too cloudy.

"Some party huh?"

Peter turned around. A girl was the one who had spoken. Her voice was soft like silk and her eyes where as clear blue as the sky. Peter felt like was climbing the walls again.

"Yeah." was all he could manage.

"I'm Gwen," The girl said. "Gwen Stacy."

"Peter Parker."

"Where do you go to school Peter?"

"Midtown, you?"

"Same."

"Cool."

"Yeah."

Gwen leaned against the wall. She didn't look out of place. She didn't have to hold a drink.

"I haven't seen you around." Peter said trying to stir up some conversation.

"Yeah, it's a big school I guess. Peter Parker sounds familiar though. Are you with the school paper?"

"I'm their only photographer."

"Wow, that must be cool huh?"

"If you like smelling like developing chemicals all the time then yes, I'd say it's pretty cool."

Gwen laughed. Peter melted.

"What else do you do? Besides the newspaper stuff."

"Nothing really, what about you?"

"I play piano and I like to sing."

"Well that's cool, are you in choir?"

"Nope, I prefer more solo stuff."

"That makes sense."

"I guess…" Time slowed down again. Peter leapt forward and grabbed Gwen around the waist. She gasped and He planted his feet against the wall and propelled the both of them away from where a barrage of paint filled balloons fell just where they were standing.

Peter landed in the grass with Gwen still in her arms.

"What the hell?" She asked looking at the paint splattered patio.

"Way to go Thompson, you missed him!" a voice shouted behind them.

Peter put Gwen on her feet and turned to face his would be attackers. Flash and some of his cronies stood a few yards away with Liz Allen and… Harry Osborn.

"Well I won't miss this." Said Flash, stumbling forward drunk.

"Harry?" Peter asked as he looked at his best friend. Harry was looking at his shoes.

"Hey Parker," Flash was coming at Peter. "Heads up!"

Peter caught Flash's fist easily and in a simple twist he snapped his arm. Flash yelled in pain and fell to the ground cradling his broken arm.

"What the hell!?" Liz ran to Flash's side. "Peter, what the fuck you freak!"

Peter looked down at Flash, then at Harry who stood mouth and eyes wide open, and finally at Gwen who looked at Peter with her beautiful eyes full of shock.

"Get out!" Liz shrieked. "Get out of here!"

Peter turned and ran.

* * *

"Mister Osborn, a Doctor Warren is here to see you."

Norman pressed a button on his intercom.

"Send him in."

He got up and strode over to the bar.

_Who's been drinking all the liquor?_

He fixed himself a drink and faced the door as it opened revealing one of Oscorp's senior scientists, Miles Warren.

"Doctor Warren, to what do I owe the pleasure?"

"Just a little business proposition." Warren said as he entered the room carrying a briefcase.

"Miles, you know that I don't make dealings within my home, call my secretary and request a meeting."

"Oh no," Said Warren as he opened his briefcase. "You are going to want to see this, right now."

Doctor Warren pulled out a laptop and flipped it open before setting it on the bar. Norman stood next to Warren as he pressed started a video on the screen.

Norman was seen leaping onto a scientist tearing him apart, grabbing another and flinging them through the air like a rag doll. He twisted a scientist's neck into an odd shape before upper cutting one into the roof. He was a flurry of white as his lab coat swung around him in a flurry of death.

_The security tape. He knows!_

_Kill kill kill kill kill._

Norman snapped the laptop in two and hurled the pieces so they became lodged in the wood paneling of the walls. He turned on Warren

"If you kill me, then my assistant will release this video to the press. Wouldn't everyone love to know what truly happened at the Oscorp Massacre?"

"What do you want?" Norman asked feigning calmness.

"An increase in salary of course and also whatever funding I want to whatever projects I want."

Norman gripped the edges of the bar.

"Blackmail! You're going to blackmail me with my own company!"

"This isn't your company any more Mr. Osborn."

Norman watched Doctor Warren leave, before he uprooted the entire bar and hurled it out the window.

* * *

**Well guys this is my first Spider-Man fanfiction, I am a big fan of the character and I plan on adding alot more onto this story so stay tuned if you are interested. But let me know how I am doing. What parts do you like? What parts do you hate? Comments and criticism are always very welcome**.

**- Mike**


	3. The Mistakes We Make - Part III

When Peter got home he found his Aunt and Uncle sitting together at the kitchen table.

"What's going on?" He asked.

"Peter," Uncle Ben said. "Sit down please."

Aunt May has a tumor on her spine.

Peter sat on the head of a gargoyle watching the glowing lights of sky scrapers lighting up the night sky. They had cried, all of them. Aunt May cried the least though. She was accepting of the whole thing really.

"Everyone must go sometime." She had said.

"What about treatment, there is radiation or chemo or something right?" Peter had almost shouted.

"We don't have the money for all that."

Peter gripped handfuls of his own hair and squeezed his eyes shut. Life wasn't fair. His parents had died before he could even get to know them, his best friend had betrayed him, and now his wonderful sweet Aunt May was going to die.

"No," Peter said, standing up. "No one dies!"

_If money is what we need, then money is what I'll get._

But how? Peter wasn't about to use his powers to rob banks. He was brought up better than that. No, what he need was an honest to god…

"Wrestling competition, amateurs wanted, cash prize!" Peter smiled looking at the poster.

_Now we're talking._

He stole the poster from the wall and hung it in his bed room. Admiring the poster, a thought came into his head.

_I am going to need a costume._

"Peter what are you doing with my sewing kit?"

"Nothing Aunt May, school project."

_It was a genetically altered spider from Doctor Connor's lab that gave me these powers. It had to have been. Climbing walls, super strength and a spider-sense, it's all so clear! _

Peter opened his biology textbook scanning photos of spiders.

_A good costume requires inspiration. Brown, brown, brown, black, black, black, black and brown. Black and red?_

There on the page was a grotesque photo of a black widow spider.

_Black and red. That could work._

"Peter why did you buy all this spandex?"

"Nothing Aunt May, school project."

He looked up how to sew and it was actually pretty simple. After sketching a few designs he went to work crafting his masterpiece. He took a pair of track shoes and cut off the soles in order to make a boots for his suit, then a pair of lenses off some sunglasses. Voila!

It looked kind of menacing actually. It was primarily all black with red on the chest, around the waist and shoulders. He put a small black spider emblem on the front and a larger red one on the back. The boots and gloves were red too, so was the mask which had two large white eyes.

Peter looked at his suit, lying on his bed spread out. He picked up the mask and saw his reflection in the white eyes.

_I'm doing this for a good reason, the right reason._

He pulled on the pants and boots, then the shirt and gloves, finally the mask.

_If I'm going to be a spider, I'm going to need some webs._

* * *

Doctor Connors was teaching a class when he heard the loud crash come from his laboratory. He rushed in to find the skylight had been broken and that nearly all of his Bio-Cable pellets were taken.

"Doctor Connors, should I call the police?" A student said from the doorway.

"No, I'll do it. Class is dismissed for today." Connors responded. The students left his room and Connors surveyed the damage. He stepped over the broken glass and made his way over to a desk in the corner. With his only hand, Doctor Connors shifted the desk away from the wall to reveal a hidden safe. He opened it and breathed a sigh of relief before closing it. "Well it looks like nothing else was taken. Thank god. What would someone want with my Bio-Cables though?"

* * *

A leather strap on each wrist, a little hot glue here and a little duct tape there. Now Peter found himself on a rooftop, one step in front of him was empty space. He extended an arm and pressed two fingers to the palm of his hand, instantly a Bio-Cable was fired. It flew through the air and impacted on the building opposite him. He gripped it in his hand, feeling the elasticity threatening to pull him off his perch.

_Here goes everything!_

Peter leapt and swung, his make shift webbing carrying him forward. As he neared the building he fired off another web with his other hand pulling himself away and out into the air. He released both strands and fell like a brick. The most graceful brick in the world. He twirled through the air firing more webs and swinging to and fro. Finally he allowed himself to land on top of a billboard, catching his breath. He wasn't tired in the least, he was exhilarated.

_This has to be the best thing ever. Of all time._

The night of the wrestling match was here. Peter put his suit in a gym bag and slung it over her shoulder. He bounded down the stairs and was halfway to the door when his uncle stopped him.

"Where are you going?" He asked.

"I need to do some studying at Harry's so I'm just going to take the train…"

"Don't lie to me Peter. You haven't talked to Harry in weeks. What's going on? You've been acting very strange recently," Uncle Ben sighed. "Look I know, this stuff with your Aunt isn't easy, but…"

"I'm going to see a girl okay!" Peter blurted out. Ben was taken aback.

"Really?"

"Yeah so just get off my case." Peter hurried out the front door and slammed the door shut. His shoulders slumped as he walked down the side walk.

_Why did I snap at him like that? He was only trying to help. I shouldn't have lied to him. I just don't really want to talk about Aunt May right now._

Peter looked around to make sure no one was watching before he dashed off into the bushes. He put on his suit and stashed his clothes in the bag. He zipped off into the sky towards the heart of the city. Swinging around a skyscraper, Peter reached out with his free hand and skimmed the smooth glass of the window. He had to get his head in the game. This was his chance to be useful, to really help out. He could save someone's life.

"Next!" shouted a man from behind a desk.

Peter stepped up.

"Hello, I'd like to sign up please."

"Name please." The man never looked up.

"What?"

"What's your name kid, what are we going to call you?"

"Call me… Spider-Man"

"It'll do. Sign here."

Peter signed "Spider-Man" on the line and moved out of the line.

"This way sir." A rather large woman led Peter through a door, down some stairs and through a curtain to the arena floor. The first thing he noticed was the noise, people shouting and yelling. It was almost deafening.

"Wow this is it." He said.

"No shit," The woman said. "Go stand over there."

Peter saw a group of six flamboyantly clad figures standing against the railing. He moved up next to them. Before them was the ring. A large square surrounded by rope and in the center there stood an enormous man.

"Give it up ladies and gentle man for the ferocious, hungry, terrifying, Kraven the Hunter!" Boomed an unseen voice. Kraven paraded around the ring hands raised in the air. He wore a cheetah print vest and brown pants.

_Looks like "Chester the Cheeto Cheetah" fell from glory._

"Who can defeat this rocket of rage?" came the voice again "We'll find out tonight!"

"This is our cue," said a man dressed like a cactus. "Good luck!"

"Yeah good luck." Peter responded as he followed Cactus Man into the ring.

"Six against one! Can Kraven do it? What do you think?" the crowd roared in response. "Let's get this show on the road! Kraven the Hunter vs. the Sinister Six!"

_The Sinister Six? That's profiling in my opinion, he doesn't know anything about us._

All of the wrestlers raced forward at once towards Kraven with the exception of Peter. Kraven picked up one and threw him from the arena where he landed with a sickening thud. Cactus Man took a swipe a Kraven but missed and received a kick to the gut for his troubles.

_So wait wrestling is real?_

Kraven took two other competitors heads and slammed them together. They folded on top of each other like lawn chairs. A man dressed like a pumpkin tried to get Kraven in a choke hold but he was promptly bucked off. Kraven gave a hearty laugh.

"Fools! You are no match for the mighty Kraven."

"I'm afraid you're wrong about that." Peter spoke as he finally lunged forward. "Cause you just got poached!" His fist connected with Kraven's jaw and Kraven was thrown backwards into the ropes. He slumped to the ground unconscious. The crowd was silent.

"Did you just say 'you just go poached' to a man dressed in a cheetah costume?" Cactus Man asked getting to his feet.

"Shut up, your costume is retarded."

"Give it up for the winners of tonight's match! The Sinister Six!" The place erupted in a wave of cheers and shouts.

"You knocked that guy out in one punch," a wrestler said. "What are you man? Who are you?"

Peter smiled under his mask.

"I'm Spider-Man."

* * *

"Well here you are boys, this is your cut." Peter and his team were each handed a single hundred dollar bill.

"This is it?" He asked. "This is the prize for winning?" The rest of the Sinister Six were already out the door.

"It's the prize for participating," The manager said. "You were a part of a team dipshit."

"I thought there would be more."

"Well boo hoo. Go cry to mommy Spidey."

Peter stormed out.

_What a piece of shit._

He made it to the stairs and was about to exit when he heard shouting behind him.

"Stop him, he's a thief!" A voice yelled.

Peter turned to see a man with black hair running towards him. Peter moved out of the way and the guy dashed past him up the stairs and out of sight.

"What the fuck!" it was the manager. "Why didn't you stop him? He's gonna get away!"

Peter turned to the man.

"Boo hoo." He said and he walked up the stairs and into the night.

* * *

Red and blue lights flashed outside of the Parker household. Peter landed lightly on a house across from his.

_What's going on?_

He zipped down to the ground and changed back into his street clothes. He then rushed across the street.

"What's going on?" He asked a police officer who stood by the door.

"There's been a murder." The officer responded and indicated a pool of blood in the grass which was cornered off with yellow tape

"What no! This is my house!"

"What's your name son?"

"Peter, Peter Parker."

"Peter?" a voice called from inside. "Peter is that you?"

Peter slid past the officer and into his house. Aunt May was in the process of rising from her seat at the kitchen table, also seated at the table is another Police Officer with blonde hair.

"Oh Peter…" May began coming towards him. Peter took everything in. Her red eyes and her shaking hands, the way she walked towards him.

"Where… Where's Uncle Ben?"

"Peter…" May closed the distance between them and embraced her nephew. Peter crumbled into her arms.

"Captain Stacy." It was the officer from outside the house. "We have 4 cruisers in pursuit of the suspect heading south on 4th."

"Alright," said Captain Stacy. "Rising from the table." He gave a sad look at Peter and May before leaving them alone.

Peter squeezed his eyes shut.

_Why did I snap at him?_

Suddenly Peter pushed himself away from his aunt and tore out the front door and across the street. He ran and ran trying to put as much distance between himself and the pool of blood in his yard.

_Heading south on 4__th_

Peter wriggled out of his shirt and jacket before stopping to pull off his jeans, he discarded them on the ground like they were nothing and pulled out his mask and gloves pulling them on.

_Heading south on 4__th_

He was in the air flying fast and hard. Keeping low between the buildings to cut wind resistance. He bounced off of buildings and web zipped around corners

_ Where the hell is 4__th__?!_

He back flipped over a flagpole and attached himself to the side of a building. He scanned his surroundings.

_There! That's it!_

Peter fired a web and swung away down the correct street. Up ahead he could see the flashing lights of police cars racing after what could only be Uncle Ben's car.

_The Bastard stole it._

He pulled himself forward coming closer to his target. He spun around in the air fired two different web lines and slingshoted himself forwards. He slammed down onto the hood of the car and it buckled under the force. The car swerved wildly and Peter clung to the surface fiercely. Peter pulled himself closer to the windshield and with one hand unleashed a fury of web shots that coated the window. The driver could no longer see and the car careened off to the side towards the front of a store. Peter leapt off at the last second and landed on a lamp post. The car ripped through the glass front and came to a stop after hitting the rear of the store. Peter dropped to the ground and raced in towards the car.

_I've got you now!_

Pulling the door right off the car, Peter ripped the man from his seat and slammed him against the wall.

"Wa… Wait!" the man said.

A final blow to the man's temple killed him. His head lolled back and went limp in Peter's grasp. Cop cars arrived at the scene, shining their headlights on the terrifying scene. Peter looked into the killer's face.

_No! NO NO NO NO NO!_

It was the burglar, the one who had robbed the manager, the one Peter let get away.

"Don't move! Police!" a voice shouted. But Peter didn't hear, he didn't see, he didn't feel.

He dropped the corpse and leapt out of the store, gunshots chased at his heals but he was already gone. Swinging off into the night.

* * *

Peter sat in his bedroom. His suit lay crumpled in the corner. He was alone. Aunt May had gone to identify the killer and to make arrangements for Uncle Ben. Peter wept silently.

_I'm so sorry Uncle Ben, I loved you._

His phone buzzed against the carpet of his room. He didn't want to talk to anyone. It fell silent. Only to buzz once again a few seconds later. Irritated Peter grabbed the phone and looked at the number. It was unknown.

"Hello?" He said putting it to his ear.

"Peter, its Gwen Stacy."

"Gwen Stacy?"

"We met a Liz's party."

"Oh yeah," Peter wiped his nose, "hey."

"My dad told me what happened."

"You're dad?"

"Yes he's a police captain. He was there with your aunt. He's worried about you. I'm worried about you."

"Why, you don't even know me."

"I'd like to get to know you Peter."

"Well now isn't a good time."

"…I think now is the perfect time," Gwen breathed into the phone. "I'm coming over."

Peter waited on his front porch for her. She came and they cried together.

"I'm sorry," He sobbed into her sweater. "I'm so sorry."

"Its okay" She said as she rubbed his back.

"He's dead because of me, I killed him."

"No you didn't, it's not your fault."

"You don't know," He shivered like he was freezing "you don't know what I did."

"I know what you will do though." She put her hand against his cheek. "You are going to come out of this a better man. Whatever it is you think that you did wrong, you can fix it. You can make sure it never happens again. You're a good person Peter I know you are."

Peter stopped shaking and straightened up next to her. They looked into each other's eyes for a moment.

"Thank you Gwen." He said.

"Anytime Peter."

* * *

"Put the money in the fucking bag, before I blow your fucking brains all over this fucking floor!" Yelled a crook brandishing a gun into a clerks face.

"Okay man just take it easy." The terrified clerk said.

"I'll so you easy!" The clerk's eyes widened

"What does that even mean?" Came a voice from behind the crook. He wheeled around to come face to face with…

"Oh shit, Spider-Man!"

"The one and only." Shots were fired and a red and black blur bounced around avoiding every bullet. With a swift kick Spider-Man disarmed the criminal and then proceeded to fire shot after shot of webbing at the thug pinning him to the wall.

"You have a good day now!" Spider-Man called as he disappeared out of the store and out into the sky.

_Talk about a busy day, that's the 3__rd__ robbery so far. And it's not even lunch yet!_

Spider-Man landed on a rooftop and pulled out his phone.

_No messages from Aunt May so I guess she's doing okay. I should probably call Harry. I haven't talked to him in ages. Hell I should call Gwen._

Gwen Stacy, the most beautiful girl Peter had ever seen, or ever see in his opinion.

_If only I had the guts to ask her out._

Sirens wailed in the distance and Spider-Man stowed his phone away. He ran to the edge of the building and leapt off, falling for a good thirty feet he finally fired a web and swung down low to the street flying by in between cars.

_Well there is always tomorrow right?_


	4. The Mistakes We Make - Part IV

"What do you mean we have no photos of Spider-Man!?" Robbie Robertson grimaced and held the receiver at arms length.

"Keep your voice down Jonah," Robbie said. "I thought you said that you were at dinner?"

"I am!" J. Jonah Jameson shouted into the receiver. "But when I hear that you're doing a shitty job running my newspaper what am I supposed to do, not call?!"

"We're doing the best we can Jonah, it's just Spider-Man usually leaves as quickly as he shows up. He doesn't stay for interviews, let alone photo ops."

"Dammit Robbie, if I have to fly up from Florida tonight, buy a camera and take the shots myself than I'll…"

Robbie pressed his fingers into the corners of his eyes, blocking out the sound of his bosses voice for a second.

_Jonah's probably just tense about the shuttle launch. Who wouldn't be nervous to send their one and only son into space?_

"Listen Jonah," Robbie interrupted. "I'll get someone on the job. Just make sure the astronaut is prepped for his big day."

"Damn right I'll take care of my son, do you think I'm just sitting around here with my thumb up my…"

Robbie hung up and sighed. He stood up from his desk and walked over to another Daily Bugle employee.

"Mr. Foswell, we need to print out an add…"

* * *

"…Reward for photos of Spider-Man." Peter read the front page of the Daily Bugle at his kitchen table. He smiled to himself.

_I know just the photographer for the job._

"Peter," his aunt May called from the couch. "Could you bring me a glass of water please?"

"Sure, one sec." Peter put down the paper and filled a glass from the tap. He took it into the living room and handed it to May.

"Thank you dear," she took a sip. "A Doctor Connors called earlier this morning, he said he needed to talk to you about something."

"Alright, I'll drop by his house later. I just need to run some errands first," Peter was putting on his jacket. "Are you going to be okay for a while?"

"Oh of course dear, Anna Watson from next door is coming to spend time with me later."

"Well that's good."

"Yes and oh Peter, she has this wonderful young niece that you have to meet!"

"Yeah, maybe later. I got to go, call me if you need anything." He kissed his aunt on the forehead."

"Bye, and be safe. I never like you taking the subway by yourself."

_Oh yeah, like I take the subway anymore._

In the city, Peter set a timer on his camera and webbed it to a wall. He took off his clothes and folded them neatly, hiding them on a rooftop.

_Let's take some photos._

Peter spent the better part of the morning doing flips and kicks and web slinging, all in perfect view of his camera. It was nothing too special but enough to prove that it was the genuine Spider-Man in the photos.

After retrieving his camera Peter, swung to school. It was a Saturday, so it was closed. He perched on a roof across the street from the dreaded building.

_Never thought I'd be breaking into school._

He zipped across the street to the roof of Midtown High, there were several air ducts protruding from the floor like an arrangement of grey trees. Peter moved to the nearest one and gripped the iron grate that covered it. He pulled and it popped off easily enough, he then slipped into the gaping mouth of duct and into the school. Inside, he made his way to the photojournalism room to develop his photos.

_Maybe it would be easier to just pay a photo shop to develop this for me. But isn't the point of all this to earn money and not spend it?_

Peter looked at the array of photos spread out before him. Most of them came out pretty good. He took a stack of the best shots and put them in an envelope, ready to be given to the Daily Bugle.

He went back to his clothes and covered up his suit, then went to the office of the Bugle. Peter had always wanted to get a job as a professional photographer.

_Although who would have thought I would be taking pictures of myself in a full body spandex suit?_

Peter walked through the front doors. It was an average looking lobby with a reception desk at the back wall, flanked by two elevators.

"Hello," said Peter, walking up to the woman behind the desk. "I'm here because I saw an add about photos of Spider-Man."

The woman was engrossed in her computer and without looking up pointed to an elevator behind her.

"9th floor, first door on the left." She said.

Peter nodded and walked past the desk, pressing the button on the elevator. It opened slowly and he stepped inside. He clutched his envelope tightly.

_This is going to be easier than I thought. Don't worry Aunt May. Money won't be a problem anymore._

When the elevator opened again, Peter was surprised at the commotion before him. It was a jumble of noise as people rushed back and forth shouting, telephones ringing non-stop. Peter moved forward, dodging out the way as a man dashed past with a huge stack of paper.

_This place is a mad house._

He looked around desperately trying to find where he was supposed to actually go. Finally he noticed a name plate fixed to the side of a door that read "Editor". Peter danced his way to the door, trying to avoid bumping into anyone.

_It's like Liz's part all over again._

Peter knocked on the door.

"Come in." a voice said and Peter opened the door. A man seated behind the desk looked up at Peter.

"Can I help you?" He asked quizzically.

"Uh yeah, I saw an add posted about photos of Spider-Man."

"Alright," the man stood up. "Let's see what you got." Peter handed him the envelope and the man opened it, pulling out the photos and scanning them. "Wow, these are amazing. How did you get these shots?"

"Oh you know, right place, right time." The man laughed.

"Okay, I guess a magician never reveals his tricks. I'll take these of your hands…"

"Peter, Peter Parker."

"Robbie Robertson." They shook hands. Mr. Robertson sat down at his desk and pulled out a scrap of paper. "I'm not the actual Editor in Chief. He's out of town as of right now."

"Oh, okay."

Mr. Robertson handed him the paper.

"But I'm sure he will be delighted to see these photos on tomorrow's first page. Give that to Ms. Brandt just outside my office."

"Alright, thank you Mr. Robertson." Peter left the office and found Ms. Brandt's desk to his left. "Mr. Robertson told me to give this to you."

She smiled at him and took the paper from his hand.

"Welcome to the Bugle," She said as she wrote him a check. "Mr. Parker." Peter smiled back and took his check.

_Holy shit, there are so many zeros._

"Thank you, thank you so much." Peter forced himself to walk calmly across the room and to the elevator. As soon as the door closed Peter thrust his arms into the air in victory.

_I have a job! I have money! _

When the doors opened again to the lobby, Peter casually strolled out of the building and out into the street. This is the best he had felt, since Uncle Ben died, since he had taken the lives of two men in one night. He shook his head as he walked down the street.

_I can't be thinking like that. Not now._

He was about to head home with his precious check, when the sound of a large explosion reached his ears. He saw the smoke rise a few blocks away and then he heard the screams. He ran into the nearest alley.

* * *

"I want to thank you all for coming today." Doctor Warren was stood behind a podium, facing a sea of faces. "As of yet we have released no official statement about what happened the night of the Oscorp Massacre. Fourteen of our best and brightest lost there lives and it is a true honor to say that I had the chance to know these individuals. Now as to the cause of the tragedy, all clues point to an accident which occurred with an experiment that was being undergone by…"

"Yours truly!" Doctor Warren was interrupted by a cackling voice. From the sky descended a man dressed in a dark green suit of armor, he dived down towards the stage riding some sort of flying device. "Courtesy of the Green Goblin." He screeched and hurled a round orange ball towards Warren. It bounced at his feet before it exploded in a ball of flame.

People scattered, screaming in terror as the Goblin laughed his maniacal laugh and soared above them. Those close to the explosion were engulfed in flames, their shrieks of pain piercing the air. Inside the green armor Norman Osborn smiled and laughed.

_This is what happens when you mess with us, The Green Goblin!_

The Goblin halted his glider above the crowd as they swarmed beneath him, trying to find safety.

"Remember your fear! Remember my name! The Green Goblin bids you a good day!" He cackled and fired missiles from his glider into the crowd. The explosions ripping the street apart, cars were upturned and windows were shattered, corpses piled up.

_This will be my legacy, this is my greatest creation._

The Goblin wheeled his glider around and dived towards the ground, firing a barrage of bullets. He was lost in the heat of the moment, overcome in his blood lust. He didn't notice the costumed figure that swung up from behind him.

"I hope you don't mind if I drop in!" Spider-Man yelled as he slammed both of his feet into the Green Goblin's back. He was ripped of his glider and he twisted in the air as he fell, impacting on the ground with a loud thud. Spider-Man landed gracefully in a crouching position a few yards away. The Goblin got to his feet, inside the suit Norman could feel several of his ribs had been cracked.

"And there I was, thinking that the party was almost over." The Goblin laughed as the two of them circled each other. Spider-Man surveyed the destruction around them.

"It can't be," He said. "I haven't given you your present." Spider-Man leapt forwards arms outstretched to grab his foe. The Goblin twisted to avoid him and delivered a fierce uppercut to Spider-Man's jaw, sending him flying into the air. Spider-Man crashed into the windshield of a parked car.

_Oh man, _Peter thought. _I've never been hit that hard in my entire life._

His spider-sense warned him of an attack and Spider-Man flipped himself backwards as the Goblin landed where he had been lying, crushing the car in a screech of metal. Spider-Man jumped in the air and snagged The Goblin with a Bio-Cable. Using his momentum, Spider-Man hurled the Goblin skywards before landing on the ground again. He then tugged on his web once more and brought The Green Goblin crashing down to earth violently.

Norman felt his entire body ache. It was a good ache, the kind of ache that he now lusted for. He pushed himself up and charged Spider-Man, tackling him to the ground. The wind was knocked out of Peter as they hit the ground. The Goblin pinned him down and proceeded to pound Spider-Man over and over with his fists. It was a primal and ferocious attack, which would have easily killed any normal person. Peter felt one of his teeth dislodge itself and saw one his lenses crack.

_Who is this guy? He is going to kill me!_

Spider-Man struggled and managed to get both his feet up and under the Goblin's chest. He pushed with all his strength and forced his attacker off of him. Peter flipped to his feet.

_I need to end this now._

The Green Goblin came forward again with a right hook, Spider-Man bent backwards beneath it. He placed his hands on the ground and back flipped, kicking the Goblin once with each foot. The Green Goblin stumbled backwards and Spider-Man didn't waste anytime webbing up his feet. He jumped in the air over a streetlight and brought the Goblin off the ground again. He attached the web to the streetlight and let the Goblin swing beneath it like a demonic piñata. The Green Goblin laughed.

"Oh my, oh my, I had no idea, that this would be so much fun!" He cackled. Peter lifted his mask up slightly and spit his tooth out into his hand.

_That was my favorite molar!_

"Well it's not going to be as fun when you get my dental bills buddy," Spider-Man fixed his mask back into place. "Who are you? And why are you doing this?"

"I am the Green Goblin and this is but only a taste of what is to come. I will be remembered as the man who brought the city to its knees."

"Yeah, we'll see about that." Spider-Man raised his fist, ready to strike the Goblin in the face. Suddenly his spider-sense went into overdrive. He dived to the ground and the Goblin's glider narrowly avoided impaling him with a sharp spike. The glider continued flying forward and severed the web which trapped its master. The Green Goblin climbed back aboard his glider and rose into the air.

Spider-Man bounced back to his feet.

"Freeze both of you!" The cops had finally arrived on the scene.

"We shall meet again, Spider-Man!" The Green Goblin shouted as he zoomed off between the buildings.

"Don't move!" another cop shouted, Spider-Man looked around at all the guns pointed at him.

"I'm not the bad guy!" He shouted, "I didn't do this."

"Just put your hands behind your head, and don't move!" It was Captain Stacy, Gwen's father.

Peter raised his hands and fired two web lines, pulling him up and away. The police opened fire but he was already gone out of sight.


	5. The Mistakes We Make - Part V

Peter dropped to the floor of his bedroom. He tried taking a step towards his bathroom but fell to his knee. The adrenaline was running out and the pain was coming in waves.

_It feels like I've been hit by a truck._

He pulled off his mask and threw it in the direction of his bed. A loud crash came from downstairs.

"Oh May I'm so sorry!"

"Don't worry Anna it was an old dish, just get a new one from the cupboard."

Peter sighed. It was just his Aunt and her friend. He dug deep into the last reserves of his strength and crawled into his bathroom. Gripping the edges of the sink, Peter pulled himself up and looked at his reflection in the mirror. There was a cut above his left eye that was bleeding freely, a bruise the size of Texas on the side of his jaw and one of his eyes was ringed black.

_Great how am I going to explain this to Aunt May?_

He turned on the sink and splashed cold water on his face. Using a rag, Peter cleaned himself up as best as he could. He moaned quietly, doing his best to extricate himself from his suit. There were small nicks and tears all over his costume, which could be easily repaired. The crack in his lense was an entirely different matter.

_I'll have to order a new pair._

Peter stowed his suit under his bed and changed back into his regular clothes. He then climbed back out his window and limped up to his front door. Opening the door, he tried to sneak past his Aunt.

"Peter, thank goodness you're home. Anna and I just turned on the news, something terrible has happened downtown." Aunt May said when she saw him.

Peter pulled his hood up higher over his head.

"Yeah, I think I heard something about that. I'm not feeling too good May, I'm going to bed." He was already heading towards the stairs.

"Aren't you hungry? And did you stop by Doctor Connor's lab?" Peter moaned as he raised his leg onto the first step.

"You okay?" Anna Watson asked turning from the TV to look at Peter.

"Yeah I'm okay I just forgot to visit Connor's, I'll see him at school Monday." Peter moved as quickly and gingerly as he could up to his room.

"What a strange boy," Anna Watson remarked. "My Mary-Jane certainly never acts like that." May laughed.

Upstairs again, Peter collapsed on his bed and fell asleep instantly.

* * *

Sunday came and went, Aunt May didn't wake up Peter. She thought it would be best if he got his rest, sleep off whatever illness was afflicting him. On Monday morning Peter awoke to the sound of his alarm buzzing. With out lifting his head, he fumbled with it and hurled it at the wall to silence it. He got out of bed and went to brush his teeth. He finished and looked up at the mirror.

_Great, I still look like shit._

Peter felt better though, he was more mobile. After getting dressed Peter headed downstairs. He tiptoed past Aunt May's room and fixed himself breakfast. He would have to tell Aunt May about his job later and about the weighty check that was stowed safely in his bedroom. He checked his watch.

_Crap, I'm going to be late._

Peter stood up from the table a little too fast and his back voiced its discomfort.

_Ah, guess I won't be web swinging to school today._

Peter fumbled with his locker. The stupid thing was jammed for the billionth time. With a fair jerk, the locker swung open and he began taking out the books he needed.

"Uh, hey Pete." said a voice behind him. Peter turned around to find Harry Osborn.

"Hi Harry." He responded, shutting his locker firmly.

"I need to apologize, I was a total dick to you man…" Harry saw the bruises on Peter's face. "Christ, dude what happened to you?"

"It's nothing I just fell of my bike, listen Harry its okay. You don't need to apologize…"

"No, I do. Liz, she just wanted to have a little fun and well I guess I just wanted to impress her."

"Harry seriously, its okay, I'm over it," Peter punched Harry's arm lightly. "Let's just get to class man."

Harry nodded.

"Okay."

They walked together in silence. Peter could tell that Harry still felt bad.

"Hey Pete, you wouldn't happen to have Friday's history homework would you?" Peter rolled his eyes.

_Some things never change._

"Actually I was going to ask you, I didn't do it either."

Harry was taken aback.

"Wow what has the world come to now that Peter Parker doesn't do his homework."

Peter laughed.

"It's a complete debacle my friend."

"Seriously though what are we going to do? We could ask Felicia, but I don't know if she… Pete? Where are you going?" Peter had suddenly veered course and was walking away.

"I got to do something, I'll catch you later." Peter called back at Harry.

Gwen Stacy was fiddling with her own locker when Peter tapped her on the shoulder.

"Peter, what's..." Her beautiful smile fell from her face when she saw him. "Your face, are you okay?" She reached out a delicate hand and brushed his purple cheek. Peter did his best not to completely crumble.

"I'm uh… I'm okay, I just feel off my…" He was interrupted as Gwen threw her arms around him in a hug. He gasped out of surprise, happiness, and pain since he had a large bruise on his back.

"It's really good to see you Peter." She said as she stepped back.

"It's really good to see you too… just so good."

Gwen laughed and pushed a strand of blonde hair behind her ear.

"Did you need something?"

"Yeah I wanted to ask if maybe you would like to… to uh… see a movie with me or something… sometime… maybe."

"I'd like that."

Peter's insides did a back flip.

"You would?"

"Yeah," Gwen smiled. "Yeah I would."

"Okay, sweet. So I'll call you later?"

"Sounds good to me." They hugged again and Gwen waved as she walked to class. Peter closed his eyes and smiled.

_Life, you are one crazy sonofabitch. Thank you._

The bell rang after Peter's first period class. He grabbed his pack and joined in the huddle of students as they headed towards the door.

"Peter, may I speak with you for one second." It was Doctor Connors.

"Yeah," Peter squeezed between two classmates and bounced up to Connors' desk. "What's up?"

"I called you over the weekend. It is very important that you come to my lab this weekend. There is something we need to discuss." Connors spoke in a hushed voice as if he was nervous that someone might hear. Peter hesitated. He had never seen the doctor like this.

"I'd love to come, but I have a lot of homework to catch up on and…."

"Peter," Connors put his one hand on Peter's shoulder. "I must speak with you."

"Alright, I'll… try to come." Peter stepped out of his teacher's grasp and walked out the door. He could feel Doctor Connors eyes on the back of his head.

_That was weird._

* * *

Later that night, there was a knock at the Parker's front door. Peter got up from the table.

"I'll get it." He said to Aunt May as he moved towards the door.

"It better not be another solicitor, tell them we aren't interested." Peter laughed as he twisted the knob and pulled the door open to reveal a man that he had never seen before.

"Uh, hello," The man said. "Is this the Parker residence?"

"Yes." Peter said.

"My name is Max Dillon," He extended his hand towards Peter. "I worked with Benjamin Parker. You must be his nephew Peter, I've heard a lot about you."

Peter took his hand and shook it.

"Nice to meet you, so you're an electrician?"

"Almost, Ben was in the process of training me when he uh…" Max bowed his head. "I'm sorry I didn't make it to the funeral, was it nice?"

"Yeah it was okay," Peter thought back to that gloomy day where he put his beloved Uncle six feet underground. "The service was nice."

"Well that's good, I just wanted to drop by and give my condolences. Ben was a good man. If there is anything I can do for you, just give me a call," Max handed Peter a business card.

"Thank you, if I need any electric work done I know who to ask."

Max smiled.

"Take it easy Peter." Max stepped of the porch and walked to his car, Peter waved goodbye.

"Who was that?" Aunt May asked when Peter returned to the table.

"Just someone who used to work with Uncle Ben. He's a nice guy."

"Well it was nice of him to pay a visit. You should have invited him in."

"Yeah sorry, I'll do that next time."

Aunt May nodded and got up from the table. She moved over to the sink and began washing dishes.

"I'm very proud of you for getting that job at the newspaper. Just promise me that you'll be careful taking photographs of that Spider-Man. It's bad enough you're already running around town all day falling off bikes."

Peter smiled and touched the bruise on his face.

"I promise. Now you promise me that you'll take that money and use it to pay for your treatment."

Aunt May put down the dish and walked to Peter. The two of them hugged tightly. The top of her head barely came up to his chest.

_When had he gotten so tall? _She thought to herself.

"I promise."

It was just the two of them now, the last of the Parkers. They stayed that way for a while, until the tender moment was broken by the sound of police sirens rushing past the front window towards the city.

Peter reluctantly pulled away from his Aunt.

"I got some homework to do, I'll be upstairs okay." He left before his Aunt could answer. Closing the door, to his room Peter fished his suit out from under his bed. He had forgotten how damaged it was.

_Maybe I can take a break? Just long enough to get my suit fixed._

He looked out his bedroom window towards the city. It looked almost peaceful in the early twilight hours. He sighed.

"I don't deserve to take breaks." He pulled his costume on. The crack in his lense didn't impair his vision all too much and the majority of the suit was intact.

_I don't deserve to take breaks. I'm responsible for the death of two people. One of whom was the greatest man I had ever known. _

He opened his window and hauled himself to the roof. Peter checked his web shooters. They had enough Bio-Cable fluid in them to last the night.

_I'll have to refill them soon. _

He looked once again at the city. The moon was slowly beginning to rise over the skyline.

_I'm a hero now and heroes don't take breaks. _

Spider-Man took off, into the sky.

* * *

**This is the end of part one of "The Mask of Responsibility". I basically wrote this in one long piece, then divided it into chunks which hopefully explains why some parts are much longer than others. Please let me know what you guys think about the story so far. I plan on adding more parts onto this, but until then, thanks for reading.**

**- Mike**


	6. What is Left Behind - Part I

What is left Behind - Part One

The blare of sirens and the screech of tires filled the air. Men, women and children scattered in all directions, desperate to escape the scene that was unfolding in the street.

The masked man wearing a red and yellow suit hefted a large sack of money over his shoulder.

"Come on we gotta go!" he shouted to his companion. Several police cars careened down the street towards the front of St. Gabriel's bank where the heist was in progress. The red and yellow man raised his fist, which was covered in a silver gauntlet, and fired a blast of sonic energy that ripped into the first car.

"Next time, let's make sure we have a getaway car before we start a job, eh Shocker?" said the other costumed criminal.

"Next time, Boomerang, I'll be sure not to bring your whiney ass."

Boomerang laughed and threw one of his projectiles through the windshield of another oncoming car.

"Like you could complete a job this big by yourself, you seem to forget who the mastermind is here."

"Mastermind? Don't make me laugh, you couldn't plan your way out of a cardboard box."

They both raised their weapons ready to defend themselves once more, when out of nowhere two strands of webbing grabbed their wrists and lifted them into the air.

"Ladies, ladies no fighting," Said a voice. "We wouldn't want to make a scene would we?"

"Spider-Man!" Shocker and Boomerang gasped in unison, as they dangled of the ground from a flagpole.

"No shit huh?" Spider-Man proceeded to wrap the villains in a cocoon of webbing.

_What a couple of chumps, sometimes I wish The Green Goblin would show up just to give me a workout._

Spider-Man turned to leave as cops began to swarm the area. "Don't forget to write!" he yelled as he disappeared.

Captain Stacy walked up to the squirming mass of Bio-Cable and shook his head.

"Sergeant Johnson, get a crew down here to cut our colorful friends down." He said.

"Yes sir." The sergeant responded.

_Well Spidey, _Stacy thought. _You sure do know how to put on a show._

Around the crime scene the frightened civilians had returned in the form of a bouncing, chanting crowd.

"Spider-Man, Spider-Man, Spider-Man!"

Peter dove between two buildings, away from his scuffle with Shocker and Boomerang.

_Faster, I need to go faster!_

He fired a web and slung himself around a corner.

_Oh got I am so dead._

Landing in an alley, he picked up his bag from where he had stowed it and pulled out his clothes. He pulled them on quickly then darted out of the alley and down the street. Peter eventually saw the blonde head of his girlfriend leaning against the wall outside of the theater.

"Hey babe," said Peter, smiling widely. "What's shaking?"

Gwen Stacy chuckled.

"Not much, just waiting for my boyfriend to get here. Apparently he is waging a war on punctuality."

Peter rubbed the back of his head.

"Yeah I'm sorry, there was this thing and I had to take photos and then I…" he was silenced by Gwen pressing her mouth against his.

"You talk too much." She said when she pulled away.

Peter smiled and held out his arm.

"Shall we?"

"We shall."

* * *

The wind roared like a lion in the ear of the two men. They were carefully maneuvering their way across a rooftop trying to reach their destination.

Max Dillon adjusted the hard hat perched atop his head.

_I hate heights._

He thought as he did his best not to look two feet to feet to his left where the edge of the building led to oblivion. The tool box in his hand felt like it weighed a thousand pounds and it threatened to pull him off his feet with every step.

"Just a little bit farther Maxie you can do It." called Stan from behind him.

Max set his eyes on his goal.

_Hell yes I can do it._

He took his time, putting one foot in front of the other.

_What had Ben Parker said?_

_"Pace yourself Max, there's no rush. The key to being an electrician is to take your time and be careful."_

Max remembered Ben's kind words and crossed the last few feet quickly, he gripped onto the hard metal of a support beam to steady himself.

"Made it!" He shouted before turning back and extending his hand to help Stan to safety. "Now let's hurry up and get the hell off this thing."

They went to work, opening up the panel on the side of a large satellite dish. They had been contracted to fix a mechanical error that was impeding the flow of power to the dish. Apparently it was too much work for the people who installed it to make sure everything was plugged in properly.

Max fumbled with a plug, he was anxious to get off the roof. He gripped the head of the cord and jammed it into its proper place. There was a loud humming noise.

"I thought you cut the power to this thing before we came up." Stan said.

"I did." Replied Max, suddenly the panel began to spark.

"Shit, pull the juice man!"

"I'm trying!"

Electricity was starting to leap from the dish in huge, graceful arcs. One of them bounced next to Stan who yelped.

"We gotta pull back, we can shut it down from downstairs, let's go." Stan turned, leading the way back the way they had come. Max was about to follow when an arc connected with his back. He screamed in pain as his body was pounded with electricity. "Max!" Stan yelled.

* * *

Peter knocked on the door to Doctor Connors's lab and waited patiently. He thought back on his date last night.

_A movie then dinner, man who knew being in a relationship could be so expensive._

He smiled.

_But it's all worth it I guess when you have the right girl._

The door opened and Doctor Connor's waved Peter in quickly. Peter stumbled into the lab and watched as Connors bolted the door shut.

"Hey Doc, do you want to tell me what's going on?" Peter asked. He didn't like the way Connors was looking at him.

"There is no easy way to say this Peter, so I'm just going to say it," He paused and took a deep breath. "I know."

"You know what?"

"I know Peter. I know that you're Spider-Man."

Peter laughed out loud, doubling over and slapping his knee.

"You're a crazy guy Doctor Connors. If you wanted to tell me a joke you could've done it in class."

But the doctor wasn't listening. He had crossed over to his desk and picked up a small glass bottle.

"The spider that bit you the first time you visited my lab," He showed Peter the dead spider, its legs curled up on itself "the genetically altered spider that gave you some of its abilities, strength, speed, agility. It didn't however give you the facilities to manufacture web, that's where my Bio-Cables came into play. You broke into my lab and stole my tech." Doctor Connors stepped up close to Peter, they were barely inches apart. "I just have one question, why?"

Peter had stopped laughing. There was no way out of this. He could tell Connors wasn't going to back down, wasn't going to accept any lie Peter fabricated. So instead Peter met his gaze, hard and unwavering.

"I didn't ask that spider to bite me. But once it did, I wasn't about to come running back to poke and prodded like an experiment of yours. I kept it to myself, and when my aunt was diagnosed with cancer I used my new gifts to win some money. Yeah, I stole your webs but it was for a good cause. If you know who I am then you know what I do. You know that I'm trying to make a difference."

"You're trying to get yourself killed." Both Peter and Connors turned at the sound of a third voice. It was Martha, Connors wife.

"You told her?" Peter looked back at Curt.

"Of course, she's my wife."

"Who else did you tell?"

"No one," said Martha stepping forward. "Look Peter we want to help you. What happened to you was an accident. We can fix you. We can make you normal again. We've been going over some notes…"

"I don't want to be fixed," Peter interrupted. "Can't you see that I'm trying to do some good in the world? I stop muggings and robberies every day, I've pulled people out of burning buildings, I stopped the Green Goblin from destroying half the city. I have a great power and with great power comes great responsibility."

Both of the Connor's were silent. They looked from each other, to Peter, then to each other again. Finally Curt put his hand to his forehead.

"This is a dangerous game you're playing Peter."

"This isn't a…" Connors put out his hand to interrupt him.

"We aren't going to turn you over to the police. Even though that would keep you out of trouble, you aren't our responsibility. I have to ask you, at least once. Stop being Spider-Man, before you get yourself killed."

Peter held his teachers gaze.

"No, I great man died because I failed to act. That won't happen again. I have a job to do."

Peter turned and walked out.

* * *

There was something about books that makes Gwen happy. Maybe it's the mystery of what lied between the hard covers. Or maybe it's the comfortable way the pages rubbed against her fingers. Regardless, the book store is where she spent most of her time whilst visiting the mall.

Gwen pulled another book off the self and stowed it under her arm.

_I wish Peter would read more. I'd love to talk to him about the use of satire in Kurt Vonnegut's Slaughterhouse Five._

She closed her eyes and mentally kicked herself.

_Shut up nerd, Peter doesn't have time for crap like that._

It always seemed that he was running off somewhere. Either his aunt needed him to pick up some medication or the Bugle wanted him to take photos or some other excuse. It would make sense if he was trying to avoid her, but all signs pointed him to being completely obsessed with her. Peter was truly the enigma.

Gwen got in line to pay for her books and pulled out her phone.

_Half past five, I should probably be heading home._

She gave the clerk her money and stepped out of the store, into the crowd of afternoon shoppers. Gwen made it about three steps when someone crashed into her, sending her books to the floor.

"Oh my balls, I am so sorry."

Gwen looked at the redheaded girl who spoke and waved her hand.

"Oh don't worry about it." She said.

They both bent down and began scooping up books.

"I just wasn't looking where I was going," Said the girl handing Gwen her books. "I zone out like that sometimes." The girl giggled. "I love your headband."

Gwen reached up and touched it self-consciously.

"Uh thanks."

"I'm Mary-Jane." said the girl.

"Gwen."

"Well Gwen, you have tell me where I can get one of those headbands."

Gwen laughed. Something about Mary-Jane was comfortable. The way she spoke and the way she carried herself. It was like you were instantly her best friend.

"I'll do better than that Mary-Jane, how about I show you?"

"That would be really cool, and my friends call me MJ." Mary-Jane smiled.

"Alright MJ, so where do you go to school."

"Midtown, you?"

"Midtown."

"Wow how about that, small world huh?"

"Yeah no kidding, it seems like half the kids in the city go there. Who do you have for English?"

The two of them weaved through the crowd, suddenly lost in conversation.

* * *

Peter touched down on a rooftop across from Harry's apartment and pulled his clothes back over his suit.

_Who does Connors think he is? Talking to me like I'm just a stupid kid. I know what I'm doing._

He carefully dropped to the ground and jogged across the street and into the lobby of Harry's building. Harry's father, Norman Osborn, was talking to the doorman when Peter came in. He smiled when he saw his son's friend.

"Ah Peter I suppose you're here to tutor Harry." Norman said.

"Hey Mr. O, long time no see and yeah we're going to do some homework."

"That's good, well Harry's upstairs. You can head on up."

"Alright, thanks. Oh how are you feeling by the way?" Mr. Osborn looked alright, hell he looked better than ever minus the large bandage taped to his forehead. Norman followed Peter's gaze to his wound.

"This is nothing," He said touching it. "I'm feeling a lot better, thank you."

Peter nodded and headed toward the elevator.

"See you around Mr. Osborn."

"Goodbye Peter."

Once he was upstairs, Peter and Harry started on their school work. Senior year was in full swing and their work load had never been as weighty. When it came to plans after high school, Peter and Gwen wanted to get academic scholarships to Empire State University, while Harry didn't really have any at all.

"I don't need to worry about college," Harry had told Peter. "I'll inherit my dad's company and be filthy rich."

But now that high school was almost over and it was looking less and less likely that Harry would even graduate with his low grades.

"It's not that hard Harry, just write the equation again here and distribute the x-variable onto the numbers in the parentheses." Said Peter, tutoring wasn't going well.

"Yeah okay," Harry scribbled with his pencil. "So man, how did your date go with Gwenny?"

"I'm sorry, who?

"Gwen Stacy."

Peter laughed.

"Do me a favor and never call her that again."

"Will do, so how was it."

"It was nice, we saw that zombie movie."

"Oh yeah, I've been wanting to see that."

* * *

**Well here we go, part two of "The Mask of Responsibility" thanks to everyone who read, favorited , and followed. Let me know what you guys think of the story.**

**- Mike**


	7. What is Left Behind - Part II

Across town Doctor Connors was alone in his lab. He bolted the door shut before moving over to a desk and struggling to pull it away from the wall.

_For too long I've struggled. Soon things like this will no longer be a problem._

Once it was out of the way, Connors knelt down next to the hidden safe and unlocked it. Inside was a large notebook full of notes and a series of green test tubes. He picked up the notebook, carefully balancing the test tubes on top. Setting it on the desk, Connors stood up and straightened his lab coat.

_Successful gene realignment is possible. I've seen it with my own eyes, Peter is living proof._

He grabbed a syringe and drew some of the liquid from a test tube. Doctor Connors took a deep breath and slowly inserted the needle into his stump of an arm. He pressed the plunger downwards injecting all the contents into his body. It was cold, really cold. Connors gasped and dropped the syringe to the floor. He jerked forward over the desk and knocked his equipment to the floor, before slowly sliding to the ground. The doctor rested his head against the desk and breathed hard. Suddenly there was a knock at the door.

"Curt are you in there? Open up."

* * *

The first thing that comes is the sense of smell. Burning flesh gives off a sour and horrible smell and that was exactly what Max Dillon experienced when he finally came to. He opened his mouth and breathed in. The air searing his throat and lungs, Max tried to cough, but that only served to agitate his raw esophagus. His eyes blinked open. The hospital room was painted a soft grey color, the florescent lights hummed and the medical machines beeped. Turning his head, Max could see a vase of purple flowers on his nightstand.

"Hello." He croaked. There wasn't an answer.

_God my insides feel like they're on fire._

Max lifted his hand slowly and touched his face. It was covered in white bandages.

_What happened? The last thing I remember…_

A bolt of lightning shot from Max's hand, impacting the wall opposite him.

"Holy shit!" Smoke rose lazily from the black ring of shoot that had stained itself on the wall. The fire detectors went off, the sound of the siren was deafening. Suddenly the door to his room opened and a nurse rushed in. Max held out his hand. "Help me…"

The nurse was blasted off her feet and she tumbled backwards through the door. There were screams from outside, followed by loud footsteps. Max pushed himself up and swung his legs off the bed. He noticed that almost his entire body was covered in bandages. Furiously, Max began disconnecting himself from the machines.

_I don't know what's happening but I got to get out of here._

Several doctors and nurses appeared in the door way.

"Don't come any closer," Max shouted, careful to keep his hands pointed away from them. "Something's happening to me." A police officer pushed his way through the medical staff and approached Max, one hand on his gun and the other outstretched.

"Just take it easy son. You've been in an accident." The officer said.

"I… I know."

The officer's hand gripped Max's arm. Max yelped in pain, his wounds not healed.

"Don't touch me!" He screamed.

* * *

Peter looked up from the worksheet.

"What the…" he gasped.

"Hmm?" Harry inquired.

Peter pointed out the window towards a large light show happening in the distance.

"What's all that about?" Harry now had his face pressed against the glass.

"I don't know."

"There's a lot of smoke" Sure enough a large black column was attempting to darken the night sky.

"I better head home." Peter started shoving books quickly into his bag.

"Right now?" Harry gestured out the window. "It looks like something is going down."

"I promised Aunt May I'd be home by midnight, I'll be safe." Peter was already out the door and almost to the elevator.

"Well alright then, see you at school!" Harry called after him.

* * *

Max stood in the center of a ring of destruction. His hospital room and all those around it had been completely obliterated, along with their occupants. He pressed his bandaged hands to his bandaged face.

_Oh dear god what is happening._

He looked up. He could see the sky now. A helicopter was already on the scene, shining down a bright white beacon upon him. Max could hear the screaming of people possibly trapped in debris.

_ I need to get out of here._

Max turned toward where his window had once been and looked down from the ledge to the street below. For a second he considered jumping, ending it all right there. He paused for a second before shaking his head and moving away from the edge.

"You know, I've heard hospitals had bad food. But I'm willing to bet they've never gotten a complaint like this." Spider-Man had appeared behind Max.

"You," Max pointed, "I've heard about you."

Peter was saved by his spider-sense, leaping out of the path of yet another lightning bolt.

"Whoa there electro take it easy." Spider-Man advanced towards Max.

"What did you call me…?"

Spider-Man grabbed him around the middle ready to throw him to the ground, but Max was ready.

_I'm not about to get beaten to a pulp by this freak._

Spider-Man yelled in pain as he was electrified, Peter was blasted away from Max and he tumbled off the building. He fired a web catching himself before he hit the ground and swinging to safety.

Max stood, looking down at him.

"I'm not the bad guy Spider-Man!" He shouted. "Just give me a chance to expla-. " Spider-Man interrupted him by webbing his chest and pulling him off the ledge. Max twisted in the air, screaming in fear. He landed, and then bounced in the air, coming to a stop in an enormous web that stretched across the entire street. Spider-Man was perched comfortably several feet from him.

"Look pal, as far as I can tell you're responsible for all this. You're going down." Spider-Man said. Max righted himself.

"I'm not your pal. I'm… what did you call me? I'm Electro!" Max fired two bolts of lighting from his hands. Spider-Man avoided them somersaulting over his head. Landing behind him, Spider-Man turned to fire webbing at Electro, except no webbing came out.

_Oh come on._

Spider-Man pressed his fingers to the pads on his palms again. His web shooters were out of Bio-Cable. Electro took advantage of Spider-Man's momentary distraction and pounded his chest with more electricity. Peter spasmed and fell backwards off his web net, landing hard on the ground. He groaned and looked up to find that Electro was gone. Peter got to his feet. He could hear sirens approaching.

_Always a minute late and a clue short. That's my boys in blue._

Spiderman shook his head and began heading home.

* * *

"Peter, do you have any idea what time it is?!" Aunt May wasn't all to happy to see him come trudging through the front door.

"I'm sorry I just got caught up at Harry's"

"That's not true, I called the Mr. Osborn thirty minutes ago and he said you had left well before then. Where were you?"

"I stopped by the library on the way home. Sorry for wanting to further my education." Peter tried to move past his aunt who was blocking the stairs.

"You smell like smoke, have you been smoking?"

"Wha? No I haven't been smoking Aunt May, it's just really smoky outside right now." Peter started up the stairs.

"You're grounded."

"What," Peter turned back. "I'm grounded?"

"Yes sir, you are grounded. I have a curfew for a reason Peter and if you can't respect that then you must deal with the consequences."

"But Aunt May."

"No buts, you are to go to school and come home every day, no library, no Harry's and no Gwen's."

Peter groaned loudly.

"What about work? Can I go to the Bugle?"

"You can go to work, but that's all and I mean it Peter. Don't test me." Aunt May moved back into the kitchen and Peter went to his room. He flopped on to his bed.

_Life sucks… and I do smell like smoke._

* * *

"Curt, open this door right…" The door opened before Martha could finish her sentence. Her husband stood before her. She opened her mouth to speak again, but Connors moved forward and picked her up by the waist spinning her around and setting her down in the lab. He was grinning ear to ear.

"Surprise." Was all he said. Martha looked at his face, then his arm, his newly re-grown arm.

"Oh my god, oh Curt what did you do?" She moved closer to him and Curt placed both his hands on either side of her face.

"I took away the pain, the weird looks, the struggling," He wiped away a tear that was welling in his wife's eye. "I gave myself a new life Martha, a better life." They kissed deeply.

"Curt this is… this is… Noble Prize worthy, this is…"

"The biggest scientific breakthrough in decades, think about it Martha, we can change the world."

They embraced each other.

"I always knew," Mrs. Connors whispered. "I always knew you would change to world."

* * *

Gwen pulled more papers out of her locker and tossed them into the trash bin her boyfriend was holding.

"There's so much junk in this thing, it's unbelievable." She said, diving back in.

"You should see mine. I swear a mouse has been living in it." Peter looked down into the bin in his hands. "Are you sure you don't want these notes?"

"Yeah, those are like six months old," Gwen pulled out an old notebook and began flipping through the pages. "I wanted to invite you to my apartment Friday. We could watch TV or something."

"I can't I'm grounded."

"You're grounded? Why?"

"I got home a little late last night, broke curfew or whatever."

"That really sucks."

"Yeah but I might be able to work something out. I'll keep you posted." Peter looked down the hall just in time to make eye contact with Flash Thompson. Flash looked down away from Peter and ducked down into a classroom, his arm was in a cast.

"What was that about?"

"You broke his arm Pete, or did you forget."

"He deserved it."

"Well some people deserve a lot of things, but just because you can teach someone a lesson, doesn't mean you should."

"I know Gwen, it's just…"

Gwen tossed her notebook in the trash and took the bin from Peter before setting it on the ground. Then she snaked her arms up his chest to rest around his neck.

"You should apologize to him."

Peter put his hands on the small of her back.

"Maybe." He kissed Gwen quickly on the lips. He felt her smile.

"No maybe," Gwen pulled away. "It's the right thing to do." She picked up the bin again and shut her locker before heading towards her class. "Call me later okay?"

"Alright." Peter waved after her.

Why do I always have to take the high road, if anyone should apologize it should be Flash.

Peter walked into class to find Doctor Connor's desk obscured by a crowd of students. He could hear Connors laughing and students cheering.

What's all this about?

He pushed his way through the ring of students to find Doctor Connors arm wrestling a kid, with his right arm. The one that had been missing not twenty-four hours ago. Peter felt his mouth hang open. Doctor Connors cried out in victory as he beat his opponent. He stood up from his desk, arms raised as the students cheered.

"Alright, alright that's enough, "Connors laughed. "Everyone take their seats." The students filed reluctantly to their desk with the exception of Peter who moved close to his teacher.

"You wanna fill me in on what's going on Doc?"

Connors smiled widely and placed each his hands on Peter's shoulders.

"Change my boy, big changes! Meet me after class, we have much to discuss."

Peter nodded and went to his seat.

"Alright class settle down, open your books to page three hundred and ninety four."

Class ended as quickly as it had begun. The bell rang and students loudly shifted out of their desks and left the room. Peter stayed in his seat, while Connors closed and locked the door shut.

"Reptile DNA, lizard to be exact." Doctor Connors said a gleam in his eye.

"I'm sorry?" Peter was taken off guard.

Doctor Connors held his right hand before him as if examining it in the sunlight.

"I've managed to successfully bond myself with lizard DNA, allowing myself to re-grow my missing appendage."

"That's amazing." Peter got up and shook the doctor's hand. "Really, I mean this is some serious Sci-Fi shit."

"Thank you, and watch your language Peter, we are in school."

"Yeah but Doc, imagine the possibilities."

"I have," Doctor Connors leaned back against his desk. "Martha and I are in the process of drafting a report, soon the world will know of my achievement."

"Well that's fantastic, congratulations."

Doctor Connors nodded, cleaning his glasses.

"Now tell me about the events of last night."

"At the hospital, with that Electro guy?"

"Yes, it's been all over the news."

"Well," Peter rubbed the back of his head. "There isn't much to tell, I saw the explosions and decided to investigate. Turns out my new friend Electro had decided to torch the place."

"Interesting, tell me about his electric powers."

"He could like, shoot lightning," Peter gestured with his hands. "And that's really it."

"Where do these guys come from? The Green Goblin, now Electro."

"Beats me, both of those lunatics are still out there."

"Are you going to go after them?"

"Of course."

Doctor Connors looked Peter in the eye, his mouth forming a thin line.

"Peter," he began. "I can't convince you to stop being Spider-Man, I know that. But you can't stop me from making sure you aren't killed." Peter didn't know what to say. Connors continued. "Come by my lab tonight, I've just been struck with some ideas."

"I can't I'm grounded."

Doctor Connors laughed.

"It's funny I forget how young you are, it's hard to believe that Spider-Man can be grounded."

"Yeah it's hilarious."

"Let me see what I can do, I'll call your aunt and tell her you're doing school work. Does that sound okay?"

"Yeah," Peter's face lit up. "And while you're at it, tell her I'll be there Friday night too."

"Why?"

"I've got uh, Spider-Man stuff to do that night. I just need an excuse to get out of the house."

Connors shrugged.

"Alright, just be sure to come by tonight."


	8. What is Left Behind - Part III

Peter knocked on the door to the Connor's lab later that night. It was their young son Billy who opened the door.

"Uh, hey." Peter said.

"Hi." Billy responded. He was a small boy no older than ten. He looked like a miniature version of his father.

"Is your dad here?"

"Yeah." Billy turned out of the doorway and allowed Peter to enter the lab. Doctor Connors and his wife were staring, entranced, at the screen of a computer. The both looked up as Peter approached.

"Peter, good to see you," Doctor Connors said "Billy why don't you go into the classroom and read your book?"

"Okay." Billy reluctantly shuffled his feet out of the room.

"So what are these ideas of yours," Peter asked once Billy was gone. "I already told you, I'm not giving up Spider-Man."

Doctor Connors held up his hands defensively.

"We aren't suggesting that, what we have in mind is some improvements to your gear."

Martha unplugged a small black device from the computer and held it out to Peter.

"What's this?" Peter asked, taking it.

"That is a small radio. Press that button on the top to turn it on."

Turning it on unleashed a wave of static that buzzed softly.

"It's tuned to the police radio, when there is an emergency you'll be one of the first to hear."

"Alright," said Peter as he put the radio in his back pack. "What else do you got?"

Curt Connors crossed to his work bench.

"Since you've been utilizing my Bio-Cables, I assumed you've created some time of firing mechanism. Do you mind if I take a look at them?"

Peter rolled up his sleeves to expose his web shooters. Connors laughed.

"That wouldn't be duct tape would it?"

"Hey I use what I can find okay."

Connors motioned with his hands and Peter unstrapped his shooters before handing them over. He shook his head, placing them on the table and beginning to take them apart.

"I have to give you praise for this dessign. It's good but I think I can give them the proper upgrade, make them more functional."

Peter was handed a pair of red gloves by Martha.

"And what are these."

"I sewed them myself, Curt told me about your run in with Electro. I put rubber padding in the palm and knuckles that should reduce electrocution in case you run into him again." Martha said.

"Wow Mrs. Connors this is really awesome," Peter smiled at her turned to where Doctor Connors was fiddling with his web shooters. "I ran out of fluid earlier, maybe you could set up some kind of magazine system where I could load it easier?"

Connors nodded his head.

"Yeah that ssssounds like sssomething I can look into."

"Are you okay?" Martha asked, stepping forward and putting a hand on her husband's shoulder.

"Yessss I'm fine." Connors put his hand up and touched his head. "I feel fine." Suddenly he jerked forward and started to spasm.

"Curt!" Martha yelled grabbing onto him. He pulled out of her grasp and stumbled away from the work bench, falling to his knees.

"What's happening?" Peter asked.

"I don't know!" Martha was getting flustered.

Connors turned towards them, his skin turning a shade of sickly green.

"GET OUT! RUN!" He roared. He pressed both his hands to either side of his head, shaking violently. The doctor grew taller, his lab coat and shoes ripping as he grew. His spine elongated outwards into a large green tail. Massive claws replaced his hand and feet and he finally turned to his wife, a forked tongue slipping out from between his new fangs. He leapt towards her, Martha screamed.

Peter met him halfway through the air, his momentum carrying them both across the room and slamming into the wall. The Lizard hissed and gripped onto Peter, rolling onto his back before hurling him away. Peter bounced off a desk and rolled to the ground, cursing. The Lizard's claws had punctured his skin.

"Curt," Martha moved cautiously towards the monster. "Curt can you hear me."

The Lizard opened its massive mouth and roared at her, before leaping up through the ceiling and out of sight.

"What the hell was that?!" Peter was now at Mrs. Connor's side.

"The reptile DNA Curt used to re-grow his arm, it must have altered his own genetic makeup more than he thought."

"I have to go after him." Peter looked at his web shooters, still opened up on the work bench.

_No time to fix those._

He turned and leapt up the wall towards the gaping hole, already pulling off his shirt.

"Peter, don't hurt him!"

Pulling his mask down over his face, Peter looked down at Martha.

"I'll do my best." He disappeared.

Martha looked down towards the ground and covered her face with her hands.

_I can't call the police. _She thought. _Both of our lives will be ruined if this gets out._

A door opened behind her and she wheeled around to find Billy standing in the doorway.

"Billy," Martha moved closer to her son who stood still, surveying the destruction before him. "Listen to me you have to stay in here okay. Stay here with me."

Billy nodded.

"Okay." He said.

Martha guided her son to a wall and sat him in a chair.

_Okay now what? Curt's serum is here, maybe there is a way I can reverse engineer it. Create some short of antidote. It's worth a shot._

She took a deep breath and began to work.

* * *

"Here Lizard, Lizard, Lizard," called Peter as he crawled along the wall of a hallway. "Come out and surrender please, "His spider sense trigger and he whipped around to find the Lizard right behind him. "Pretty please?"

Spider-Man dodged a swipe from one of the Lizard's claws and bounced of the wall, delivering a kick to the beast's head. The Lizard twisted with the kick away from Peter, swiping at him with his tail. Spider-Man was hit in the chest and knocked away down the hall. He back flipped on his hands coming to a stop in a crouching position. The Lizard was already on him though, slicing the front of his suit as Peter danced away from him.

"Connors if you can hear me," Spider-Man hit his foe with a right hook. "You've always been my favorite teacher." He twirled away from the Lizard's snapping jaws "so none of this is personal!" He laced his fingers together and brought them upwards, connecting with The Lizard's chin. The scaly monster was forced upwards into the air, its head bashing into the ceiling.

It landed backwards on the ground again and Spider-Man scrambled onto his chest, trying to pin the monster down. They rolled and Spider-Man found himself being crushed by the Lizard's weight. Claws raked across his arms and chest tearing his suit.

_Asshole! You know how much time it takes to sew these things up?_

Quickly the Lizard moved forward, carrying Peter with it. The pair burst through a door and tumbled over a railing and into the open air. They fell, both of them trying to gain the upper hand. They hit the water with a large splash.

_Water? Oh right this is a college, of course they have a pool. And of course that's the fist place a ten foot tall lizard would try to go._

They twisted and turned under water, the Lizard was fierce, not releasing its grip on its prey. Spider-Man wriggled in his grasp as he kicked whatever part of the monster he could reach.

_Running out of air, can't do this much longer. Need to get out of the pool._

The surface of the water churned and splashed, erupting in a spray of water as the combatants rose from the depths. It was a terrifying view. The drops of water hung momentarily suspended in the air as both Spider-Man and the Lizard reared away from each other, arms brought back to strike their enemy once more.

* * *

Martha's hand shook as she stirred the mixture together in a test tube. The chemicals blended together in a mess of color before setting on a dark blue.

_This is it. It has to be the antidote._

She capped the solution and stuck it in her pocket, turning to her son.

"We got to move okay, hold my hand." Billy grasped onto his mother.

"I still don't understand what's going on." He said.

"I'll explain everything later," she said, quickly leading them from the lad. "but now we have to do something."

* * *

Peter clutched at his side, he was bleeding heavily. His vision swam before him and he struggled to focus.

_I can't let them down, not Doctor Connors. Not now!_

"Come on!" Spider-Man shouted to the monster before him. "Come get some!"

Before anything could happen though, a loud beep echoed down the halls.

"Peter lead him to the main lobby, I have synthesized a cure." The intercom buzzed above their heads.

_Martha! Oh man I hope she's right._

Spider-Man backed away from the Lizard.

"Let's take a walk Doc."

The Lizard lunged forward and Spider-Man darted out of danger and down the hall. The beast gave chase, half crawling and half slithering after him. It was fast, but Peter was faster. He pumped his legs, forcing himself forward, ignoring the pain the stung at his side. They turned a corner and Spider-Man burst through a set of doors and into the lobby.

Martha was already there with Billy under her arm. She held out her test tube.

"This! Make him drink this!" She screamed.

Peter moved towards them but the Lizard tackled him from behind. The rolled on the ground and Spider-Man struggled onto his back. He wrapped his arms around his neck in a choke hold and held on tight as the monster bucked beneath him.

Martha abandoned Billy and rushed forward.

"Hold him steady!"

"What the hell does it look like I'm tying to do?!"

Peter threw himself back and felt the full weight of the Lizard on top of him. Martha was there forcing the test tube down her former husband's throat. The Lizard roared and tore away from Spider-Man, knocking Martha to the floor. The empty test tube bounced away on the floor, finally shattering as it hit the wall. The Lizard gripped the sides of its massive head and thrashed around before falling to the floor.

Slowly, the green skin returned to its normal color and the long tail shrunk into itself. Eventually Doctor Connors was all that remained, covered in his tattered clothes.

"Aw shit, what a night," Spider-Man lay back on the floor. "I don't know about you, but I could really use a nap."

* * *

Doctor Connors sat in a desk chair, a blanket wrapped around him.

"I don't understand," He said, shaking furiously as if he was about to freeze to death. "The foreign agent, it shouldn't have taken over like it did. The mutation was supposed to have stabilized."

Martha put her hand on her husband's shoulder.

"It's okay." She said.

"No it's not, I could have killed someone." Connors buried his head in his hands.

"You could have," Peter was in the process of wrapping a bandage around his middle, covering his wounds. "But you didn't and I say that counts for something."

Doctor Connors looked at Peter, tears welling in his eyes.

"If you hadn't been here, I don't know what would have happened. And you," He turned to his wife. "My beautiful brilliant Martha, if you hadn't created that formula…"

Martha wrapped her arms around him.

"Curt it's alright, we are alright. You don't need to worry anymore."

Peter shrugged his shirt back on.

"The antidote, is it permanent? He asked.

"It should be," she answered. "I'll run every test though just to make sure."

Connors looked at his sump of a right arm and sighed.

"I just wanted to make the world a better place." He spoke softly.

"You will Doc, that's something I know for sure." Peter responded, scooping up his bag and looking at his watch. "But right now I need to head home."

Martha nodded.

"Do you need a ride?"

"No I'll take the train." Peter looked at his dismantled web shooters. Connors followed his gaze.

"I'll get those to you as soon as possible." He said, Peter nodded and headed towards the door. "Peter," Connors called him back. "I can't thank you enough for protecting my family. I am in your debt."

"Don't mention it, I'm a hero. It's what I do." They smiled at each other and Peter departed. He was halfway down the hall when another voice stopped him.

"So you're Spider-Man right?" It was Billy.

"Yeah," Peter turned to him. "I am."

"That's really cool."

"Thanks, but listen Billy you have to promise that you won't tell anyone okay?"

"I won't."

"No I'm serious. You have to promise me okay bud."

"I promise."

"Good," Peter raised his hand and Billy met him in a high five. "I'll see you around okay."

"See ya." Billy waved.

* * *

A ravens swooped out of the sky and perched on a tree stump. It pecked around, looking for a late night meal. Suddenly it exploded in a mass of black feathers and its charred corpse tumbled to the ground. Max Dillon darted forward and picked up the dead animal.

_Dinner._

Max was in bad shape. His bandages had been abandoned, revealing a horribly disfigured face. The rest of his body had fared well either. He was essentially a large mass of scar tissue. He stumbled through the woods, wrapping his tattered hospital gown around him in a feeble attempt to block out the cold.

_I can't last much longer out here. I'll be dead in no time._

His stomach rumbled horribly as he plucked his bird, preparing to cook it. With a flick of his fingers he started a small fire in his makeshift campsite. He leaned against a tree as his meal cooked and looked up at the stars.

_I've never really seen the stars like this, growing up in the city._ _Oh god, how I wish I could just go home. I just want everything to go back to the way it was before…_

_Before I killed those people, before I was forced to run and hide like some animal._

Max wanted to cry, but he doubted his body had the nutrients to support such a frivolous act.

_This is no way to live. This is no way to die. I need help. I'm the victim here._

He stood up and turned from his shelter, walking purposely up a hill. A rock slid out from under his foot and he fell to his knees, his body aching in protest. Max groaned and stumbled to his feet and continued to climb. Eventually he reached the top and the city was spread out before him. In the skyline he could see the outline of Oscorp Tower.

_The best scientist in the world, right there in that building. If anyone can fix me, they can. They have to, I can't die like this._

_Not like this._

* * *

Friday came and Peter knocked on the door to Gwen's apartment. He looked down at himself. He had really dressed up for the occasion. A shirt with buttons and clean pants, Peter had really gone all out. Hell, he even had flowers clutched in his shaking hand.

_This is it. I'm finally meeting Gwen's parents._

The door opened and his girlfriends face lit up when she saw him.

"Peter!" she looked gorgeous as ever, her blonde hair held up in a dark headband.

"Hey babe." Peter smiled and pushed the flowers toward her. She took them and stepped onto her toes to kiss him.

"These are beautiful," she said gesturing him into her home. "I'll just put them in a vase."

The door shut behind them and Peter watched Gwen disappear into the kitchen. It was a nice apartment, well furnished and clean, comforting in its simplicity. A second later, Gwen reappeared in the doorway.

"So uh, where are your parents?" Peter asked, shifting his weight from foot to foot.

"They are out now, but they will be back a little later."

"Oh, well that's cool."

Gwen led Peter to the couch.

"How's your aunt?"

"She's doing alright, a little tired. Treatment takes a lot out of her."

"Yeah I bet. It's good to hear that she is okay."

Peter nodded.

"I really like your apartment," He gestured around the room. "It's a nice place."

"Thank you, we moved here a couple years ago. Dad wanted to be closer to the station."

"Gotcha."

_It'll be interesting to see the old captain when he isn't pointing a gun at me._

"Do you want to see my room?" Gwen asked suddenly.

"Sure."

She took Peter's hand, pulled him off the couch and down the hall. Gwen pushed open her bedroom door and revealed a cozy looking living area. The bedspread was a soft pink color that matched the curtains. There were piles of books and pictures of flowers on the walls, a laptop computer sat half open on a desk. The room was so utterly…Gwen. Peter couldn't help but smile.

"I like it." He said.

"Thanks." Gwen moved to sit on the bed and Peter joined her.

"If I'm being honest, I'm actually really nervous to meet your parents." He admitted.

"Don't be, they will love you," She paused and looked into his eyes. "I know I do."

Peter felt his eyes grow wide.

"Uh wha?" was all he said.

Gwen realized her mistake and covered her face with her hands, turning away.

"Oh my god, I can't believe I said that. I mean we haven't even been dating for that long, I don't know what I was thinking. I'm so sorry you must think I'm crazy."

Gwen was rambling and Peter was still floundering around like an idiot.

"N… No, Gwen it's okay." He tried to get a grip on himself. "That's just a little unexpected is all."

She turned back to look at him. Her eyes were so big.

"I… I love you too."

Suddenly their lips crashed together in a frenzy. They wrapped their arms around each other and were caught up in a wave of hormones. Peter felt something odd run across his lips and realized it was her tongue, he met her advances and they continued to make out furiously.

Gwen opened her mouth sucking in air, a smile playing on her lips.

_I can't believe it. _She thought. _This is actually happening._

The rolled over each other, backwards onto the bed, it was impossible to tell when one body ended and another began. Peter's hands roamed and encountered places where no one has ever been before. Gwen arched her back, lifting her arms and allowing him to remove her sweater.

_We are old enough right? This is the perfect age for this._

They were caught up in the moment nothing mattered to them except each other. Gwen held back the urge to moan as Peter kissed her neck. She wanted him, all of him. Her hands tore at the bottom of his shirt, lifting it upwards and running her hands over his muscular chest. Her hands ran down his side and she felt the bandages around his stomach.

Peter cried out in pain and leapt away from her. His wounds burning in pain having not yet fully healed. They both breathed heavily, Peter was standing across the room with Gwen sitting up on the bed.

"I'm sorry…" He began.

"What's with the bandages? What happened?" She interrupted him. Peter adjusted his shirt back into place and covered his injury. "Peter?" she asked.

He wouldn't meet her eyes.

"There was an accident. I… I fell down."

She didn't believe him.

"Are you in… like a gang or something?"

"No I'm not, its just," Peter forced himself to look at her. She was so beautiful, half undressed and kneeling on the bed. Her big doleful eyes burning into his soul.

_I should tell her. I should tell her everything. I love her. _

Peter opened his mouth to speak but closed it again.

"Peter, I need to know. Those bruises on your face last week and now this? What is going on?"

_She's so pure, so beautiful. I need that in my life. I need her to be pure._

"It's Flash," Peter lied. "He won't leave me alone."

Gwen looked away from him and covered her mouth with her hand, tears started to form.

"Oh god, Peter."

He moved back to her and she molded into his arms. They fit together, like the pieces of a puzzle.

"Oh Peter I'm so sorry," She said, tears streaming. "I had no idea he was hurting you."

Peter suddenly hated himself, more than he has ever hated anyone.

"It's okay," He whispered. "It won't happen again."

"How do you know? My dad's a cop, we could tell him and he would understand. He could protect you."

"No, Gwen it's okay. Me and Flash talked. It won't happen again. Just don't tell anyone okay."

She nodded into his shirt and Peter held her close.

_I'm so sorry Gwen, I'm so sorry I have to lie to your face. I can't tell you my secret, not yet._

"I love you." She said again.

"I love you too." He responded.


	9. What is Left Behind - Part IV

The Stacy parents arrived later that evening. Peter and Gwen were sitting on the couch when they walked in. Mrs. Stacy was a kind looking lady with a soft face and light blonde hair like her daughter. George Stacy on the other hand was a much more intimidating man, the last time Peter hadn't seen him through the lenses of the mask had been the night of Uncle Ben's death.

"Peter," He said extending his hand. "It's nice to see you again." His smiled.

"It's nice to see you too." Peter responded, shaking his hand.

"Firm handshake," Captain Stacy continued. "How are you and your aunt?"

"We are doing good. It's uh not easy without my Uncle but we'll be aright."

The captain nodded.

"I understand, I'm glad Gwen invited you tonight. It's good to have friends during a time like this."

Peter opened his mouth to speak but Mrs. Stacy stepped up and embraced Peter in a bear hug.

"Oh it's so nice to finally meet you, Gwendolyn talks about you all the time. It really is about time she got a boyfriend." She said.

"Mom!" Gwen gasped, her cheeks turning a shade of bright red. Peter laughed.

"Oh relax, I'm just making friends," she put a hand on Peter's shoulder. "Come on, let's eat."

After dinner, Gwen walked Peter out of her apartment and toward the elevator.

"So that went pretty smooth huh?" Peter smiled at Gwen.

"Yeah it did," She laced his fingers with his. "Thanks for coming."

"Your dad is a nice guy."

"He is when he isn't chasing down crooks." Gwen chuckled.

"Does it worry you, him being a cop, like what if someone tried to hurt him? Or even you?"

Gwen paused.

"That's a pretty morbid thought."

"Yeah I'm sorry," Peter rubbed the back of his head. "I was just wondering."

"Well I just try not to think about it. Nothing like that has happened yet and I hope it doesn't. I would be lying if I said I didn't worry about my dad. But what's the point of living in fear all the time? The world is a dangerous place. All you can do is try and live your life."

"You're just full of little pieces of wisdom huh? My own personal fortune cookie."

Gwen giggled. Peter loved it when she did that.

"What can I say? It's a gift."

They reached the elevator much to Peter's dismay.

"So I'll call you tonight okay."

"Yeah that sounds good."

They kissed one last time.

"I love you."

"I love you too."

Peter left.

Gwen turned back and started walking home, a beautiful grin on her face.

_Well Gwen, _She thought to herself. _ I'd say life is pretty good._

* * *

The man breathed in and a bead of sweat traveled down his forehead to the tip of his nose. He swiped it away with his hand and adjusted the goggles on his face.

_So tired, but I cannot sleep. Scientific progress waits for no one._

Doctor Otto Octavius was one of the most famous scientists in the world. Half of his fame attributed to his brilliance and contributions to the field of nuclear fusion, and the other half was for his arms.

His robotic arms to be exact, four long tentacles of steel that protruded from his back. These marvels of engineering were first introduced by Octavius as a means to perform delicate experiments with more precision. But soon they evolved into his own personal lab assistants, nullifying the need for anyone but Octavius to work in this particular Oscorp laboratory. The truth was he liked to work alone, isolating himself from the rest of his co-workers. Doctor Octopus was the name affectionate name given to him by the other scientists.

_I couldn't spend more than five minutes working with the mediocre excuse for physicists that populate this building. If it were up to me, I'd have all these dolts fired!_

Octavius stood in the center of the room, his tentacles swirling around him moving equipment from here to there. He held in his hands a set of blue prints, full of complex diagrams and formulas.

_A miniature nuclear reactor, imagine the possibilities._

He was torn from his thoughts as the wall of his laboratory exploded inward. On reflex, his tentacles wrapped themselves around their creator, shielding him from debris. An alarm sounded in response to the security breach.

"What in the name of Charles?" Octavius inquired.

Atop the rubble stood a man in a tattered hospital gown, his entire body covered in ghastly burns and scars. Octavius was stunned, speechless at the sudden disruption. He pulled his goggles off his face.

"Can I help you?"

The man stepped forward, electricity started crackling at his fingertips.

"Fix me." He said.

"I'm sorry, I do not understand."

"Fix me!" the man shouted frantically charging at Octavius. He didn't get very close as he was batted away with a well placed tentacle. The man was tossed across the room like a rag doll, slamming into the wall.

"Do you hear the sirens you dolt. Security is already on his way, surrender yourself and face the consequences of your actions." Octavius was surprised at himself, he was surprisingly calm considering an electric man had just come bursting through the wall.

_We are seventy two stories above the ground. I'm admittedly curious of how he managed to get up here. Who is this man and what does he want?_

The man was mumbling to himself, nonsensical ramblings.

"What is it," Octavius asked. "What are you saying?"

"I'm dead."

"You aren't dead I assure you that you are very much alive."

"No," The man looked up at Octavius. "I'm dead!" He thrust his hand forward, a bolt of electricity surging forward into the Doctor's body. Octavius screamed in pain his tentacles waving around wildly. "I wanted you to fix me! Why can't you fix me?!"

Octavius dropped to the ground as Electro lowered his hand. The Doctor twitched before going still, his metal arms falling around him. Electro curled into a ball.

_It hurts, it hurts so much. I came here for help. That's all I want, I need help._ _Please._

The sirens continued to wail.

* * *

Aunt May was sitting on the couch watching TV when Peter got home. She turned at the sound of the front door closing and smiled at him.

"Hello Peter, it's about time you got home, how was working with Doctor Connors?" She asked.

"What?" Peter shrugged off his coat and hung it by the door.

"Doctor Connors, he said you were helping him tonight."

"Oh," realization dawned on Peter. "Yeah, it was good."

_When did this happen? When did I become a pathological liar?_

"Well that's nice, there's food in the microwave dear." Aunt May turned back to the television and Peter went to the kitchen, finding a plate of meatloaf waiting for him. He started up the microwave to heat it up. "I'm going to start giving piano lessons again," May called from the other room. "That plus your new job should keep our heads above water."

"Sounds good." Peter called back.

_My new job, I should really take some more Spidey photos._

A loud beeping noise made Peter jump. He looked at the microwave to find that it was still in the process of cooking. Searching for the source of the noise, Peter felt insides his pockets and pulled out the radio Connors had given him. He pressed the button.

"All units be advised," it buzzed. "Reports of multiple explosions on the east side of the Oscorp Tower. Another electrical storm in the area, repeat all units be advised…"

Peter clenched the small radio in his hand.

_Electro._

"Peter what's that noise?"

"Nothing," he shut off the radio and pushed it into his pocket. "I'm going to bed okay."

"But what about your dinner?" Aunt May stood up and watched Peter head towards the stairs.

"I'm not hungry, night."

"Night." May frowned, watching her nephew disappear into his room.

Peter kicked off his shoes and pulled his shirt over his head. There was no time to waste. He pulled a brief case out from under his bed and opened it to reveal his suit. He had done a terrible job repairing it after the Green Goblin fight, and his run in with the Lizard hadn't done much for the poor thing either. Peter felt at the wound on his side.

_Should I really be going out right now? I'm not healed yet._

He looked down at his reflection in the lenses of his mask.

_I don't get to take a break._

Peter tugged on his suit and opened up his window. He rolled up his sleeves and looked at his new web shooters that Connors had made for him. They were more sleek and professional looking, not to mention easier to reload with Bio-Cable fluid. It was time to put his new gear to the test. He fired a web line to an adjacent house and was pulled away into the air.

* * *

Outside of Oscorp Tower, Captain Stacy brought his cruiser to a halt and quickly stepped out of his vehicle. Officer Johnson jogged to meet him.

"What have we got so far?" Stacy asked as Johnson approached him.

"We have an explosion on one of the upper floors, Oscorp security sent out a message about a security breach in one of their nuclear development labs," Johnson rattled off. "So far we can't tell if there are any casualties inside the building and no one outside has been hurt. We've diverted traffic away from the area"

"Good, where are the emergency response units?"

"We have a team already heading up the building."

"And Oscorp security? I know these guys have some kind of defense system."

"From what I hear, their robots are in the process of evacuating the building."

"Okay, how long till the ERU's get to the breach."

"Two minutes."

"Alright, well…"

Something whooshed by over the officer's heads and they both looked up to see a red blur flipping upwards toward the tower.

"Damn, he's here. Get a police chopper over here ASAP." Captain Stacy looked up at Spider-Man as he zipped out of sight.

_It's high time you were put out of business Spidey._

* * *

Spider-Man landed on the lip of the massive hole in the side of Oscorp Tower. Through the smoke, he could see a still man lying near the center of the room. Spider-Man leapt forward and examined the man.

_What the hell?_

There were four massive metal arms sticking out from his back, snaking along the floor around them. Smoke rose from the black harness that held them to their master.

_Doctor Otto Octavius? I've read about him, he's an amazing…_

Spider-Man leapt to the ceiling avoiding a bolt of lightning fired in his direction. He twisted his head around to see Electro staggering to his feet.

"You!" He shouted hoarsely. "You've come back to kill me!"

"Electro buddy what's up." Spider-Man dodged another bolt and came down towards his attacker. "You never call, you never write, I've missed you." He brought his elbow down on top Electro's head and was promptly blasted away on impact.

"You can't fight me! I have power. I am power!"

Spider-Man landed on his hands and flipped over into a crouch.

_Stupid, his whole body is electrified. I hope Martha's gloves do the trick._

A web line pulled Spider-Man away from another electric attack.

"Well power, meet responsibility." Spider-Man leapt towards Electro, narrowly avoiding another bolt by contorting himself midair. Once he was close enough, Spider-Man planted his foot and swung his fist. His rubber padded glove connected with Electro's jaw, throwing him to the floor.

Spider-Man stood over him. The punch had dented his skull forcing his left eye to bulge out hideously. Peter looked at the disfigured face, the glowing eyes, and the scars. Without his bandages on, Electro truly looked like a monster. A familiar monster

"Max." Peter gasped. Max Dillon mumbled something, barely audible. Peter knelt down next to him. "Max Dillon."

"I'm dead." Max croaked, blood was seeping from his mouth and nose.

_I couldn't recognize him, the bandages, and the scars. I didn't know it was him._

"I just wanted to be fixed, I wanted my life back. But I'm dead, I'm so dead."

_He's lost his mind. I need to get him out of here._

Peter reached for Max.

"Just hold on Max, I'm going to get you help okay?"

Max reached up and shot a bolt, that Peter twisted his neck to dodge.

"Max please! Let me help you!"

"No, I'm dead already. You've killed me Spider-Man."

"No," Peter tugged off his mask and looked into Max's eyes. "You know me, you knew my uncle. You worked with him. Max don't you remember, you came to my house to pay your respects."

Max looked at Peter, his mouth hung open like a broken hinge.

"Peter Parker," He coughed up more blood. "Your uncle was a good man."

"So are you Max. Listen, you're hurt but I can help you. Let me get you out of here."

Something very large and heavy slammed against something hard and metal. Peter looked up at the doors to the laboratory, already buckling from the impact.

_Emergency Response Units, ramming their way in. Here to deal with whatever caused this mess, namely Max and me._

Peter moved more cautiously this time, pulling Max's arm up and over his shoulder. Max didn't resist as Peter half led and half dragged him to the opening in the wall. There was another slam.

"Where are you taking me?" Max mumbled with his head hanging. Peter used his free hand to fix his mask back over his face.

"A friend of mine, Doctor Connors, he'll know what to do." Another slam at the door.

"Do you… do you think he can fix me?"

"Yes I do. You're going to be okay."

There was a final slam and the doors blew open. Peter looked over his shoulder at where black suited men started pouring themselves into the room, waving their rifles around wildly.

"Don't move!" Someone shouted.

_Just a few more feet, just a few feet and I can leap out of here with Max. Come on._

"Max no!"

Several officers were lifted off of their feet and thrown away by a wave of electricity. Peter screamed as Max's powers flowed into this body. Peter fell to his knees away from Max, who now stood with both his arms pointing at the troops.

"You aren't going to kill me!" Max shouted as he fried several more men. "I'm not done yet!"

"Max stop this!" Spider-Man yelled from the floor. "Just stop and I'll help you, I'll get you fixed. That's what you want right!?"

Max either didn't hear or he didn't care. He continued to scream and attack the remaining officers, who were pinned down behind whatever cover they could find. Peter heard another one scream as they were struck by a bolt.

"Please! Don't make me stop you!" Spider-Man pushed himself up. "I don't want anyone to die!"

"It's too late," Max turned his head to look at Peter. "I'm already dead."

One of the officers had managed to move along behind a table and at this point popped up over the edge and fired a spray of bullets. Spider-Man rolled out of the way and Max roared in pain as the projectiles tore into his flesh.

"Max!"

There was an explosion as Max Dillon died. Electrical energy was unleashed in one big boom as Spider-Man was flung from the building. He twisted in the air, firing a web and swinging himself to safety. He landed on a streetlight at the base of the tower.

_It's over, I couldn't save him._

Peter heard shouting below him and looked to find Captain Stacy and several other police men drawing their guns at him.

"Can't you guys give me a break!?" Spider-Man zipped away before they could fire.

* * *

**Well here is more Spider-Man. I should be wrapping up this arc by Friday and starting the next one by Monday. I really like writing this fic, so thanks to everyone who is reading. Don't forget to drop a review if you feel so inclined.**

**- Mike**


	10. What is Left Behind - Part V

The window to Peter's bedroom slid open and Spider-Man flopped onto the rug. He tugged off his mask and gloves before crawling to his bed and clambering onto it. He stared at the ceiling for a long time, watching his ceiling fan slowly turn in the moon light.

_It's amazing really, so much shit can happen and in the end I just go home, wake up the next day and go to school. It's crazy._

Peter wanted to lie on his bed and sleep until the next winter solstice but he forced himself to get up. He trudged to his bathroom and flicked on the shower. Discarding his suit on the floor, Peter stood in the cold spray of water, letting it wash away the soreness in his bones.

_Max didn't deserve what happened to him. Whatever did happen to him? How the hell does someone get electric powers?_

He reluctantly shut off the water and got dressed for bed. By examining his suit, it was obvious that it would need extensive repairs.

_Could things get any worse? Martha Connors can probably patch this up for me._

Peter flopped on his bed again, already closing his eyes. He wasn't allowed to sleep yet as his phone buzzed angrily on his night stand. Peter groaned and looked at the bright screen. It was a text from Gwen.

"Thinking of you. My place tomorrow night?"

Peter smiled and typed a quick reply.

"I'll be there."

_Well I guess things could be a whole lot worse._

* * *

J. Jonah Jameson wasn't an overall impressive man. He wasn't large, strong, or smart. But he was however very loud.

"Who the hell are you!?" He asked jamming a finger into Peter's chest.

"Uh Peter Parker, I have photos for you."

"For me?" Jameson rolled his eyes. "Aw you shouldn't have." He took the envelope from Peter's hands and deposited it straight in the trash. "Thanks for the visit." Jameson waved towards the door to his office.

"But I…" Peter pointed at his envelope in the bin. "Those are Spider-Man photos. Mr. Robertson told me to give them to you."

"Wait a minute. What?" Jameson retrieved the envelope and dumped the photos onto his desk, before spreading them out with his hands. "What the hell kid, how did you get these?"

"I was on the roof."

Jameson picked up a depiction of Spider-Man swinging up Oscorp tower.

"The roof huh? You got initiative Pecker, I like that."

"Parker…"

"Whatever, I'll take the whole lot," Jameson wrote a slip. "I don't usually like hiring kids but Robbie vouches for you and I can't pass up these photos." He handed the paper to Peter. "Tomorrows front page: Spider-Man's Attack on Oscorp."

"What? No, Spider-Man was trying to help." Peter was taken aback.

"Doesn't look like it to me," Jameson made a big show of turning the photo upside down as if trying to examine it. "Get out of here and bring me more photos." He waved towards the door again.

Peter bit his tongue and turned on his heel.

"On second thought, I have another job for you." Jameson stopped him.

Peter turned back.

"What is it?

"Our main photographer is still out of town covering my son's shuttle launch…"

"Wait your son is John Jameson? The astronaut?"

"Yeah, interrupt me again and I'll fire you. So anyways I need you to get some photos of a new museum exhibit opening next week. Apparently it's a whole big thing blah blah blah." Jameson was in the process of lighting a cigar. "Get to the museum at 5-o-clock sharp on 27th and bring me back some photos. I'll pay you."

"Alright you can count on me."

Jameson waved one last time at the door and Peter made his exit. Outside, he handed the slip to Ms. Brandt and she wrote him his check.

"So what do you think of Jonah?" She asked smiling.

"You know, I think he likes me."

* * *

Peter stepped out of the Daily Bugle and into the sun. It was warm on his skin, the last few weeks of autumn before winter set in. He suddenly had the urge to go spend the day swinging across the city enjoying the afternoon sun.

_If only I hadn't had to give Mrs. Connors my damn suit._

He stuffed his hands in his pockets and started down the street. Aunt May wouldn't expect him home until later tonight. She seemed to had forgotten about grounding him, which was for the best. There were bigger things to worry about with her cancer treatments. Pulling out his phone, he checked the time.

_Is it too early to go to Gwen's? I don't really know where else to go though._

He decided to call her, quickly dialing her number. She picked up on the first ring.

"Hey." Her voice seemed to dance into her phone through the air waves and into Peter's brain, filling him with warmth.

"Hey, what's up?"

"Not much, just doing some homework. When are you coming over?"

"I was actually going to ask you that. I'm free now."

"Yeah, come over now. I could use your help with this biology sheet."

"Okay, I'll be right over."

"Cool, I love you."

"Love you too."

Peter hung up and skipped down the street.

When he got to her apartment, it was Captain Stacy who opened the door.

"Peter," He said. "How's it going? Gwen's in her room."

Peter stepped past him.

"It's going good how about you?"

"Can't complain." The captain disappeared into the kitchen, leaving Peter to navigate to his Girlfriend's bed room.

He was tempted to stand in her doorway, watching her blonde hair fall around her face as she poured over a text book. He gave a small cough and she looked up a smile spreading across her face.

"Hello there." She said. "Close the door."

Peter stepped in and flopped onto the bed next to her, causing her to bounce a few inches into the air. She giggled and they kissed.

"So Biology huh?" Peter said.

"Yeah," Gwen sighed. "I think Dr. Connors is doing his best to make my senior year hell."

"I wouldn't blame him. He's been having a rough year too." Peter thought of the Lizard.

"I guess," she pointed to her desk. "Grab my laptop will you?"

Peter jumped up and snatched it before returning to the bed. He flicked it open and found a news article on the screen.

"Another Oscorp attack?" Peter asked. Gwen nodded.

"Last night, several people died. And Dr. Octavius was injured, it sounded terrible."

"Dr. Octavius is alive?" Peter scanned the article. Apparently the doctor had been rushed to hospital in critical condition.

"What do they say caused it?"

"They haven't released a statement yet. If you ask me I think Oscorp should be shut down."

"Why?"

"It's just too dangerous. A massive facility full of dangerous experiments in the heart of our city, they just don't seem to be able to keep things under control. I mean, the Oscorp Massacre, the murder of Miles Warren, and now this?"

"I thought you wanted to work at Oscorp one day."

"I really don't know," Gwen turned back to her book. "Are you going to help me or not?"

There was a knock at the door and Mr. Stacy popped his head in.

"Your mother and I are going to the store. Make sure to get your homework done okay, we'll bring back something to eat." He said.

"Okay," Gwen looked at Peter. "You should stay for dinner, it'll give you time to finish all that homework you're missing." She nudged her boyfriend.

"Oh, give me a break." Peter joked back.

Captain Stacy stiffened, his eyes turned cold and he stared at Peter with a sudden interest. Peter felt uncomfortable under his gaze.

"We'll be back in a bit." Stacy narrowed his eyes and shut the door behind him.

_What the hell was that about?_

They heard the Stacy parents leave the apartment and sat in silence for a few minutes. They turned to each other, looking into their partners eyes for a split second before furiously beginning to make out. Any textbooks and papers were knocked to floor as they enveloped themselves in a hormone induced wrestling match. Eventually they broke apart, resting their foreheads together.

"What about our homework?" Gwen asked.

"We could… not do homework." Peter responded.

And they didn't.

* * *

He finally left the Stacy apartment later that night. Peter could help grinning like a complete idiot.

_Gwen._

Everything about this city seemed suddenly brighter, from the stars, to the lights, and the people. It was as if he had been seeing everything through a pair of sunglasses for the last 17 years, and someone had finally taken them off. Peter didn't even mind when a hobo fell asleep on his shoulder during the train ride home.

Leaping completely up his front steps, Peter was greeted with the sound of music from within his home. He opened the door and followed the sound into the parlor room. Seated at the piano was Aunt May, her delicate fingers dancing over the keys. Next to her was a girl Peter had never seen before. She had shiny red hair and small shoulders, very slender and honestly beautiful.

Peter didn't know weather to slink backwards and up the stairs or to stay, and watch his aunt and the red-haired girl.

"Peter, it's about time you got in."

He turned to find Anna Watson sitting in a chair against the wall.

"Uh hi." Peter said.

The music stopped and both Aunt May and the girl turned at the voices.

"May was just giving her first piano lesson." Anna Watson continued.

Aunt May stood up from the bench.

"Peter this is Mary-Jane, Anna's niece." She said.

_Mary-Jane._

Mary-Jane Watson stood up and smiled.

"Nice to finally meet you, Peter Parker." Mary-Jane had green eyes.

"Nice to meet you too."

* * *

**A short chapter to finish "What is Left Behind" I will begin on the next arc shortly, which will be a pretty major one. Mary-Jane is going to be a big piece of this story, I'm really excited to finally introduce her and I look forward to having her in future arcs. Thanks to everyone who is reading once again. Always remember to wear your seat belt while driving.**

**- Mike**


	11. It's Hard to Remember - Part I

It's Hard to Remember - Part One

The young girl was lying in the middle of a grassy field. She looked up at the clear blue sky and felt the fun warm her face. She was at peace. The girl's mother, a beautiful woman, was in the process of braiding the girl's hair. The mother's gentle hands manipulated the soft dark strands in smooth motions. The girl closed her eyes. She could feel nothing except the sun on her skin and the hands in her hair.

"Hey," said a voice, far away. "I need you."

The girl squeezed her eyes tighter, wishing the voice away.

"Felicia, wake up." A rough hand shook her shoulder.

Felicia Hardy opened her eyes, she was in her bed room, and her father was standing over her.

"Wha… what time is it?" She asked sleepily.

"Doesn't matter," her father grunted. "Get up now and come to the kitchen." He disappeared.

Felicia yawned and stretched, looking out her window. It was still dark out. She swung her legs out of bed and padded from her room down the hall. She rubbed her eyes as she entered the kitchen, trying to wipe away the cobwebs of sleep.

"What's going…" Felicia froze when she saw the blood. Her father was seated at the kitchen table, holding a towel firmly over his arm. Blood was dripping from the towel onto the table and to the floor. "Daddy, what's going on?"

"I need you to boil some water okay. Baby, can you do that?" Walter Hardy spoke firmly to his daughter. She nodded and grabbed a pot from the cupboard.

"What happened? I don't understand."

"I was shot."

"What!"

"Keep your voice down, damn."

Felicia got the water boiling and watched her father push himself up from the table and over to a drawer. He pulled out a pair of pliers and dipped them into the water so that the handle was sticking out.

"I was shot and I need you to help me okay. The bullet is still in my arm."

"I don't… why would someone shoot you?"

"I'll explain everything later." Walter pulled his chair over near the stove and sat down. "Take the pliers out of the water and pull out the bullet."

"What?!"

Walter waved his hand to shush his daughter, Felicia lowered her voice. "Dad we need to get you to a hospital if you've been shot."

"No, no hospitals. Felicia you can do this okay. Just take the pliers."

Maybe it was the tone of her father's voice, or the large amount of blood on the floor, but Felicia was so frightened that she did as she was told. She pulled the pliers from the water, and watched as her father moved the towel from his arm to his mouth, biting it between his teeth. Felicia found herself lost in the wound. It was a horrible sight, bloody torn flesh that bulged out from her father's bicep. She swayed on her feet.

"Felicia," Walter spoke through the towel. "You can do this."

She took a deep breath and slowly plunged the tip of the pliers into her father. He screamed in pain as she forced her tool deeper. Finally she impacted against something hard and managed to get a grip on it. She pulled slowly and the crumpled bullet came out, held tightly in the grip of the now bloody pliers.

Walter Hardy was slumped back in his chair, covered in sweat and blood. He moved the towel back to his arm and whispered something.

"Wha… What?" Felicia was shaking, still holding the pliers tightly.

"Knife." He said again, louder this time. Somehow Felicia found the will to move and grabbed a carving knife from the drawer. Walter took it and motioned for her to move to pot of water. Felicia dumped it in the sink and watched her father set the blade of the knife over the stove flames. "You're uh doing good baby. Don't worry." He said, trying to be reassuring.

Felicia stood, gripping the counter, watching the bloody man in her kitchen. He was growing paler by the minute. Eventually the knife blade turned white hot and Walter motioned his daughter closer. She released her death grip on the counter and stepped up.

"Take the knife and hold it over the wound."

"Why?"

"It needs to be cauterized, or I'll bleed out okay."

Felicia gulped and picked up the knife. She looked into her father's eyes and he nodded back at her. She pressed the hot blade against his arm. Walter Hardy bit back into his towel and did his best not to jerk away. However the accumulation of pain proved to be too much and he passed out.

* * *

Five years later.

_Tell me something is better. Go on try._

Felicia Hardy leapt from the rooftop, landing on an awning and bouncing to the ground. She rolled as she touched down and sprinted off down the alley. She had almost made it to the open street when a cop stepped out, blocking her path. He raised his gun in her direction and she skidded to a halt.

"You're under arres…" another figure dropped down onto of the officer, kicking him to the ground before delivering a swift punch. The newcomer motioned to Felicia and they both darted away.

_Spending quality time with my dad._

Walter and Felicia Hardy slipped back into their apartment from the fire escape. Felicia dropped a bag of diamonds onto the couch and headed toward her room.

"Hold on one damn second." Walter called after her. She froze and reluctantly turned to face her father. "What the hell was that shit?"

"What?" Felicia held her arms up.

"You were supposed to follow me to the other roof, not jump off like that."

"So what?"

"So what! I had to assault an officer. That is so what!"

"God dad, it's not that big of a deal. We got the stuff, we are both okay and the job is done. Let's call it a night."

Walter Hardy grabbed the bag from the couch and lifted the floor rug to reveal a hidden safe. He unlocked it and stowed their treasure.

"Felicia," He stood up and stretched his back. "I only agreed to take you out with me if you did everything I said. There is no room in this profession for mistakes like that."

"Profession? You mean breaking and entering right?"

"You know what I mean. I'm not as young as I once was. I can't always protect you. Before I ever take you out again I need to know that I can trust you."

Felicia was exasperated.

"Dad, of course you can trust me. It won't happen again okay." She held out her arms.

"Okay." Father and daughter hugged before parting ways. She disappeared into her room and he fell back onto the couch.

Walter put his hand up to his forehead and sighed.

_I'm definitely not as young as I once was. _He thought.

He looked over at the small table next to him. There was a photo of Walter and his wife, holding a baby Felicia.

_Oh Lydia, if you were here now. You would have been able to talk me out of this life. You would have made sure the Felicia had never gotten involved._

He heard the shower start up and new that his daughter was getting ready for bed. Walter forced himself to stand up and shuffle down the hall to his own room. He shut the door behind him and moved to his closet, opening it and pulling out a large trunk. He dragged it to the center of his room and flipped it open. It contained a large array of odd looking gadgets and tools, Walter's own creations. Tools of the trade.

Walter took off the gadgets he was wearing and stuffed them in the trunk before taking off his suit. He folded his costume nicely and stowed it away, pushing the closed trunk back to its hiding spot.

_No one said being a professional cat burglar would be easy. Let alone having to be a single parent. If I had been a little bit stronger I could have kept those two aspects of my life separate. Felicia would never have had to know, she would never have joined me out on the job._

Walter crawled into bed and listened to the sound of his daughter, singing merrily in her shower. He allowed himself to smile, happy to know that one of them wasn't entirely miserable.

* * *

It was always the same before a job. The Hardy family had their own familiar routine. Walter would go to his daughter's room and tell her to get ready, before going to his own. They would gear up and meet by the window.

"Are you ready?" Walter would ask.

"Yes." Felicia would answer.

Out the window, up the fire escape, and across the roof they would go. Leaping and climbing to their destination. On this particular evening, they crouched together on a roof top across from the museum.

"It's called the Ruby claw," Walter informed his daughter. "Today they are having a presentation of it in the main foyer. Our client wants us to get it and bring it to him before it is whisked away into the archives."

"Is tonight our only chance to snatch it?" Felicia asked.

"The one and only, like I said they are archiving it after tonight."

"How much are we getting paid for this exactly?"

"Enough to make sure we don't screw up," Walter didn't want Felicia to know anything about their clients. Powerful men in high places, it was best for her to never interact with them. "Let's roll." Walter and Felicia pulled their goggles down over their faces, the poorly lit roof becoming as bright as day.

_Useful and stylish. _Felicia thought.

Walter pulled out a grappling hook from his belt and fired a small harpoon across the street to the museum. Quickly, the two cat burglars made their way over a thin wire and climbed up to the roof. A large skylight gave them a view down into the heart of the museum, where the presentation was already under way.

* * *

Peter Parker hefted his camera as the Ruby Claw was bought out by a beautiful blonde woman. The precious artifact sat upon a pillow of silk. The crowd clapped in appreciation of the jewel as it was brought to rest before them. Peter forced himself not to yawn.

_Borrrring! If I didn't need the money, I would have turned Jameson down for this assignment._

A man walked up next to the Ruby Claw and began yapping about the history and importance of the shiny rock. Peter snapped a few pictures and checked his watch.

_How long are they going to parade around this thing? Maybe if I get out of here by ten, I'll have time to swing by Gwen's._

That's when the skylight above the crowd shattered, raining glass down upon them. People started screaming and pointing as two figures descended from the ceiling on ropes.

_Well so much for that._

Peter ducked down and weaved through the crowd, pushing his way through. He ducked behind a stone column, already taking off his jacket. The thieves came to a rest on the stage, black clothed individuals who moved with a purpose. Felicia got to work, pulling out a soft bag and snatching up the Ruby Claw with her gloved hand. A security guard stepped up only to be quickly disarmed by Walter, who flipped the guard onto his back. Felicia secured their prize and nodded to her father and they both moved back towards their ropes that still dangled from the ceiling.

"And I thought the museum was boring." Spider-Man dropped down right in front of them. "Hand over the goods and maybe I'll let you off with a warning."

Walter moved first, hurling a black sphere at the ground between their feet that exploded in a cloud of smoke.

"Nice try, but that's kind of useless when you've got spider-sense." Spider-Man fired two webs catching both the crooks and dragging them to the ground.

Felicia bounced to her feet.

_Spider-Man! What's that asshole doing here?_

She closed the distance between them and threw a punch that was easily dodged. Walter had been sure to train his daughter in multiple techniques of martial arts, but Spider-Man was always one step ahead. He blocked a kick from Walter and stuck out an arm to catch Felicia around the middle, knocking the wind out of her. She crashed into the ground and the bag with the Ruby Claw slid away from her on the smooth floor. Walter saw his daughter fall and threw a series of sharp projectiles at Spider-Man. Forcing him to bend in impossible maneuvers to avoid them.

Spider-Man straightened up and faced Walter, his spider-sense not warning him as Felicia delivered a spinning kick to the back of his head. He rolled with it, already springing off his hands to rest on the side of a column. Spider-Man fired more webs, pulling Walter and Felicia up and hanging them from the ceiling.

"Now, let's just talk about this…" Spider-Man began, but Walter had already cut down Felicia and was attempting to free himself. "Or not."

Spider-Man snagged the suspended Walter with a web and pulled him downwards, leaping at the same time.

_Pull your punches, no need to kill anyone._

His fist connected with the criminal's skull, knocking him unconscious. Walter Hardy swung upwards and slammed into the ceiling but he was not allowed to fall as Spider-Man webbed him up in a tight cocoon. Spider-Man landed back on the ground and wheeled around to find the other thief was gone. He looked up at the skylight, but there was no sign of her. Spider-Man retrieved the Ruby Claw and dumped it out of the bag and onto its pillow again.

_Well one out of two jewel thieves isn't that bad._

He looked up at the man, still stuck to the ceiling. Sirens sounded from outside and Peter made his exit, retrieving his camera in the process.

_I'm bound to have gotten some good shots of that. I can see the headline now: Spider-Man thwarts museum heist! I can't wait to see the look on old Jameson's face._

* * *

The next time Felicia would see her father would be through a pane of bullet proof glass. Prison didn't treat Walter well, he was thin and frail looking. His life had been sucked out of him. The infamous "Cat" had finally been captured after a long and fruitful career.

"Happy Birthday." was the first thing he said. Felicia felt hot tears sting at her eyes.

"Thanks daddy." She responded quietly. Walter held his head in his hands.

"I'm sorry baby, I'm so sorry."

"No… it's okay."

"Are you… are you taking care of yourself."

"I am."

"Good."

There was a long silence. Walter had always had a plan for if he was ever taken into custody. Felicia would deny her involvement and knowledge of her father's occupation. She would take their money and hide it so that the cops could never get their hands on it. Then she would live her life and go on the straight and narrow, never again to steal as much as a pack of gum.

"Are you going to school?" Walter asked.

"I've been out all week, but I'll go tomorrow."

"Okay, that's good."

There was another silence. Walter knew that he was going to die in prison. That he would never see his daughter graduate or get married or anything else. He knew that he had left her all alone and that it would be up to her to take care of herself.

"I miss you." She said.

"I miss you too."

"Spider-Man will pay for this."

Walter felt his jaw drop at the sudden statement. He looked quickly to the guard standing against the wall, but he hadn't heard. Walter turned back to his daughter.

"Get that thought out of your head Felicia. You are going to forget about me, forget about everything. Do you understand?"

Felicia didn't meet her father's eyes.

"How can I forget?" she looked so small, like she was thirteen years old again. "Spider-Man has taken everything from us."

Walter squeezed his eyes shut.

"Felicia, I've failed you. As a parent I'm a complete failure," She looked like she was about to cut him off but he continued quickly. "I don't want you to live a single second with malice in your heart. I did this to myself and now you have to face the consequences. For that, I'm sorry."

The guard stepped away from the wall and put his hand on Walter's shoulder.

"Time's up." He said.

"I'll come visit you soon." Felicia stood up and started towards the door.

"Listen to me Felicia, listen to what I said!" The father called after the daughter. But she was already gone.

That night Felicia dreamed about her mother again. They were in the field and she lay in her mother's lap, safe and warm. Felicia's father was their too now, laughing loudly at some joke that was just told.

The buzzing of her alarm roused her from her sleep and she angrily slammed it into silence. Her bedroom hadn't changed since she was 13, the walls were still covered in posters and the floor was still covered in clothes. It was easy to imagine that she was still young, that her father was still snoring loudly in the other room. But he wasn't, the apartment was silent.

Felicia forced herself to get up and get dressed. She pulled on dark jeans and a dark sweatshirt, tugging the sleeves past her hands.

_If I leave now I can make the train._

She looked at herself quickly in the mirror before departing. Blue eyes stared back at her, jewels that sat imbedded in a slim face. She brushed her short black hair with her fingers, trying to make it look less frumpy.

_Good enough I guess._

She stepped out the door and took the stairs to the lobby, before exiting her building. The city welcomed her with the early morning sounds of traffic and the sour smell of pollution. In all honesty, Felicia hated this town, with its soaring buildings and bustling people. It was all too busy. The sight of Midtown High did nothing to raise her spirits.

_Thank god for senior year._

She made it inside and to her locker, pulling out the necessary books. Her father had always pressed the importance of education on her, which accounted for her decent grades. Graduating wouldn't be a problem. It's what came after that was a mystery. Felicia looked up when several voices caught her attention. It was Peter Parker and that little blonde girl, Jennifer or something. They stopped by a locker.

"All I'm saying is that maybe you should think about getting a new coat." The blonde yapped.

"And all I'm saying is that I don't see the problem with this one." Peter gestured to the beat up article of clothing he currently wore.

"It's gross and holey."

"Holy?"

"No holey, as in full of holes."

Felicia shut her locker loudly and started to her first class. Peter and the blonde girl jumped at the noise and watched Felicia walk away. Other teenagers simply annoyed her, always talking about something trivial. Sometimes she wished they would all just disappear.

_Maybe you're just jealous. Maybe you would trade anything to live a normal life like those two._

When Felicia got to her class, she slumped into her seat and hid her face in her arms, pretending to be asleep so that no one would bother her.


	12. It's Hard to Remember - Part II

"So anyways," Gwen pulled Peter down the hallway. "How much of that English report did you get done?"

Peter groaned loudly.

"Does writing out the title count?" He asked.

"Nope."

"Then absolutely none."

"You never cease to amaze me Peter."

"Look, I've just been really busy with my job and Aunt May…"

"I know," Gwen interrupted. "But if you're planning on staying in the top percentage of our class you better step up."

"You're right, I'm really trying though." Peter sighed.

_If only Spider-Man wasn't keeping me so damn busy._

"Hey guys wait up!"

Both Peter and Gwen turned to find Mary-Jane striding toward them.

"Hey MJ." Gwen smiled at her friend and the two girls hugged.

"You know each other?" Peter asked.

"Yeah we met a few weeks ago." Mary-Jane gave Peter his own hug before facing Gwen again. "Peter's Aunt is quite the piano teacher."

"Oh really?" said Gwen. "I didn't know you played."

"I just picked it up."

"That's really cool. I've always wanted to play an instrument."

"It's never too late to learn you know."

Harry Osborn appeared from a doorway and hopped over to Peter and the girls.

"Sup Pete, Gwen." He turned to Mary-Jane. "And…"

"MJ." Mary-Jane told him.

"Nice, Harry Osborn." They shook hands rather awkwardly.

There was a beat of silence as everyone looked at each couldn't help but smile.

_It wasn't too long ago that I didn't have hardly any friends. Now it's like I have my own little group._

Mary-Jane saw the look on Peter's face.

"What's got you smiling?" She asked.

"Oh nothing." Peter answered. The warning bell rang and students started heading towards class in mob.

"I'll catch you guys later." MJ called as she disappeared.

Harry craned his neck to get a glimpse of her.

"I think I'm in love." He muttered.

"What?" Both Peter and Gwen said in unison.

"Yeah," Harry led them down the hall. "She's like an angel. I'm going to ask her out."

"I don't think that's a good idea, you barely know her." Gwen advised.

"Well I think it's a great idea. You guys would be perfect together." Peter chimed in and Harry's face lit up.

"No," Gwen felt the need to step in. "You shouldn't ask a girl out until you get to know her first. She might think you're a creep."

"Well Peter asked you out and you guys barely knew each other." Harry countered.

"That was different. Peter and I had a connection."

"Yeah and so do me and MJ."

"Maybe."

"No maybe about it," Harry turned to Peter. "I'm going to ask her, I'll let you know how it goes."

"Alright man good luck." Peter called after his friend. He looked at Gwen to find her glaring at him. "What's up?" He asked.

"Why did you tell him to ask her out? She's probably going to say no."

"You don't know that for sure, and look how happy he was. This could be a good thing."

"We'll see." Gwen stepped on her toes and pecked Peter on the lips. "I'm going to class. I'll see you after this period."

"See you."

Gwen turned to leave when something caught her eye. Flash Thompson was standing not far away, watching Peter and Gwen.

"What the hell are you looking at asshole? Go fuck off!" She yelled at him. Both Peter and Flash were taken aback.

_What the heck? I've never heard Gwen cuss before. _

Peter put his hand on his girlfriends back and gently guided her away.

"Take it easy there feisty, everything is cool." He said, but she wasn't listening. Gwen was still addressing Flash.

"You stay away from Peter, you understand me! My dad is a cop!"

Flash ducked his head down and disappeared into Dr. Connors' classroom.

"Hey babe, everything is alright. You don't have to scream at anyone." Peter shifted uncomfortably.

"Someone has to stand up for you."

"I told you that Flash is going to leave me alone from now on. Me and him are cool now."

Gwen shook her head.

"People don't change Peter, once a bully always a bully." She turned on her heel and walked off to her class. Peter watched her go.

_I won't lie to you Gwen, never again._

The bell rang a second after Peter walked into Dr. Connors' class. Flash was in his usual seat and he avoided Peter's eyes as he walked past, tucking his cast-covered arm closer to his body. Peter found his seat as class began. It was the first day that Dr. Connors had been back teaching at Midtown High after the Lizard incident. He took a minute to explain why he had only one arm again.

"The formula I synthesized only had temporary effects, its back to the drawing board for me."

Although Peter was pretty sure that Connors would never attempt his experiment again. The bell rang once again and all the students left the room, going to their next class. Peter stopped by his teacher's desk.

"Welcome back doc." He said.

"Thank you Peter, it feels good to be back," Connors smiled at Peter and pulled a newspaper from out of his desk. "You've been busy." The article on the cover was a photo Peter had given to Jameson, depicting Electro's attack on Oscorp.

"Don't believe the headlines. The editor at the bugle has some sort of vendetta against Spider-Man.

Connors nodded.

"So they claim that Electro was killed. Is this true?"

"They shot him."

"I see, and do you have any idea how he got those powers?"

"Nope, I actually knew the guy, Max Dillon was his name. He used to work with my uncle Ben. Max was a good man."

"Well rest his soul."

It was Peter's turn to nod.

"So," Connors changed the subject. "Senior year, any college plans?"

"I actually just got accepted into ESU."

"Well that's fantastic Peter, with your grades that's no surprise. Have you decided on a major?"

"I was thinking mechanical engineering."

"Wonderful, I can't wait to see you around the campus."

"Yeah, well I got to get class. Take it easy Doc."

"Goodbye Peter, come visit us at the lab sometime."

"You know I will."

Peter exited the classroom.

* * *

Doctor Otto Octavius opened his eyes, white light seeping in through his pupils. He was alive, beaten and battered, but alive. He coughed once and looked at his surroundings. He was in a laboratory, not a hospital, but some lab. Otto tried to sit up but found that he was strapped down onto an operating table.

"What is this? Explain why I am being restrained." He called out. Someone stirred behind Otto and a Doctor walked into his field of view.

"Hello Doctor Octavius, how are you feeling?" The doctor asked.

"Release me at once you imbecile. Do you have any idea who I am?"

"I'm quite well aware of who you are Otto. But I'm afraid for the time being you have to stay where you are. There has been an accident."

"Accident? What sort of accident?" Otto thought back, trying to remember what had happened.

_I was in my lab and the wall caved in. There was a man, an electric man._

Otto looked down at himself. His tentacle harness was still trapped around his middle.

"Why am I still wearing my apparatus? Surely you should have removed it so that I could be better treated."

"Well there-in lies the probably Doctor Octavius, we cannot remove the limbs."

"What do you mean?"

"They have been welded to your body. The control column, fused to your spine."

"That's impossible. I took precautions against such an occurrence. The harness has built in cooling systems that should have prevented any fusion….." Doctor Octavius looked the doctor in the eye. "Unless… unless they weren't removed in time."

"We didn't have an opportunity to reach you. Emergency Response Units had to clear the building before we could have retrieved you and attempted operation.

"Liar!" Octavius spat. "The cooling system would have been in effect for over twenty four hours, more than long enough for me to be taken into surgery."

The doctor looked at the ground.

"We… we have never seen anything like this. The complex circuitry, the mechanical structure… Never in all of history has something like this occurred, successful fusion of flesh and steel."

Otto Octavius strained against his restraints, fists clenched, a vein in his neck throbbing.

"So what you're saying is… that you left me, attached to my creation, so… so that you could see what would happen!"

The doctor didn't look up.

"You monster! All of you monsters!" Octavius thrashed about. "Release me at once!"

The doctor took a step back, reaching for a radio at his belt.

"Security! Code blue in lab 14." He spoke into it.

Suddenly, something flashed from behind Octavius, striking the doctor in the chest and sending him flying.

_My tentacles! Of course, they will set me free._

Octavius watched as his four glorious appendages, freed their master and helped him to his feet. A door across the room opened up and several armed guards filtered in. The tentacles surged forward grabbing several and tossing them into the air.

"Fire!" a guard yelled and the men released a barrage of bullets that were blocked by the metal arms. Octavius grabbed the table and hurled it like an enormous Frisbee, taking out the remaining resistance. The four lower arms acted as his legs and carried him through the door and out into the hallway. Doctors and nurses fled at the sight of him, screaming in terror. Octavius couldn't resist grabbing a few of them in his claws and slamming them into the walls.

_Serve the bastards right, they will pay for what they did to me._

He continued on his rampage, eventually finding an exit and making his way out into the night.

_They will all pay._

* * *

It was Saturday morning when Peter was handed another check from Betty Brandt. He had taken Jameson the photos of the attempted museum robbery much to the editor's delight.

"Spider-Man staged the whole thing," Jameson had spat. "He wants us to let our guard down so he can strike."

Peter was exasperated.

"I was there and that's not what happened at all. And what do you mean he's waiting to strike?" He asked.

"The little bastard is planning something, some kind of attack."

"You have no idea what you're talking about. Why do you hate Spider-Man so much?"

"Why do you think you can back talk to me? Get out of my office before I fire you."

_I don't know why I even bother._

Peter looked down at his new check.

_Oh yeah, that's right._

"So are you going to the party tonight?" Betty asked him, leaning back in her chair.

"What party?"

"Jonah's son is reentering the atmosphere sometime tonight. We're having a little get together in the office."

_Almost forgot about Jameson's famous astronaut son. He's been on a space mission for months._

"That sounds cool, but I think I'll pass. Old Jameson is kind of rubbing me the wrong way."

Betty turned back to her computer.

"You and everyone else Parker."

Peter left the building and made his way down the street, lost in thought. There were a lot of things on his mind nowadays. He thought of how much he would like to go to space like John Jameson, he thought of Max Dillon and his Uncle Ben, he thought of his friends and most of all he thought of Gwen.

_Gwen Stacy._

He was brought back to reality by a buzzing in his pocket. Pulling out his cell phone, Peter saw that it was Harry who was phoning him.

"Hello." Peter answered.

"Guess who has a date tonight?" Harry responded.

"You?"

"Close, it's both of us actually."

"What?"

"You and Gwen, me and MJ, tonight."

"A double date?"

"Bingo, we have a winner."

"So you asked her out?"

"Obviously and she said yes. How cool is that?"

"Pretty cool man, congratulations." Peter was genuinely excited for his friend, but he couldn't help but feel a sudden tightness in his stomach.

_That's weird._

Peter could hear Harry talking into his ear.

"I'm sorry Harry," Peter stepped over a puddle in the sidewalk. "What did you say?"

"I said, tonight we are meeting the girls at The Bulge."

"The Bulge?"

"Yeah it's this fancy restaurant on 6th street."

"I don't know. I'm kind of stretched thin in the cash department."

"Well then it's on me."

"Harry I can't let you do that."

"It's too late. I've made up my mind. Be there at eight." Harry hung up.

Peter shook his head.

_I feel bad mooching off of Harry. Yeah his father is a millionaire CEO of Oscorp, but it just doesn't feel right to take his money._

There was another disturbance as a loud beeping noise started from Peter's pocket. He fished out the radio Connors had given him and switched it on.

"All available units, bank robbery in process at the corner of Willer and Duvall, criminals Boomerang and Shocker have been sighted in the area." It buzzed from his hand.

_Great, let's make this quick._

Peter started off down the nearest alley.

* * *

"Ugh I'm so fat." Mary-Jane muttered, looking at herself in Gwen's full length mirror.

"Oh shut up," Gwen said, looking at her petite friend. "You're practically wasting away."

MJ smoothed the creases of her dress and turned to look at Gwen, who was seated on her bed.

"This looks good right? I mean it's not too flashy?"

"Since when have you worried about looking flashy?"

It was a valid point. It was MJ after all who usually wore the miniskirts and tank tops, as opposed to Gwen's comfortable jeans and sweaters.

"I just don't want to look all slutty, you know? It's my first date with Harry and I want to make a good impression."

"So you really like him?"

MJ thought for a second, a slender finger tapping against her chin.

"Yeah I think I do. He seems nice enough and he's loaded."

"Yeah that's a plus." Gwen laughed.

"Yup my aunt's always telling me to find a rich man," MJ crossed to the bed and picked up Gwen's dress. "Well are you going to put this on or what?" Gwen took the dress from MJ and went to her bathroom to change. "So do you really like Peter?" MJ called towards the door.

"Yeah of course, we're perfect for each other." Gwen responded.

"You think so?"

"We have similar interests, similar aspirations and stuff."

"Aspirations?"

"Ambitions."

"Oh okay, well that's good then. I'm happy for…"

Gwen opened the bathroom door and stepped out.

"Tadaa." She said raising her arms, MJ was speechless. Gwen truly looked beautiful, her dress was the same shade of blue as her eyes and her soft blonde hair fell in delicate strands onto her shoulders.

"Damn," said MJ after a moment. "Peter's a lucky guy."

Gwen giggled again and twirled around, the fabric dancing around her legs.

"Come on, let's hurry up and do makeup." She said coming to a stop and grabbing MJ's hands, pulling her into the bathroom.

An hour later, the two girls got out of their taxi to find Harry already waiting outside the restaurant.

"Ladies." Harry said, flashing his perfectly white and perfectly straight teeth.

"Nice tux, Harry." MJ said instantly putting her hands on his arms and chest, feeling the expensive fabric.

"Thanks," Harry started to blush. "You look really good too." They kissed.

Gwen stood off to the side, watching to two of them.

_Does it look that gross when Peter and I do that? _She wondered.

She coughed loudly and both Harry and MJ broke apart.

"Where's Peter?" she asked.

Harry adjusted his bow tie and took out his cell phone.

"I don't know, he texted that he was on his way, but he should be here by now."

"I'm going to call him." Gwen took out her phone from her handbag and dialed her boyfriend's number. After the third ring it went to voicemail. "Hey babe it's me, just calling to see if you are on your way. We're waiting for you okay, love you." She hung up.

"Do you want to wait inside?" Harry asked.

"I don't know." Gwen looked down the street. MJ took her hand.

"Come on Gwenny, he can find us inside." She said, MJ used her free hand to grab Harry and she led them both inside.


	13. It's Hard to Remember - Part III

Peter shot a quick text to tell Harry he was on his way before leaping from his window and up to the roof. He pulled his mask down over his face and adjusted his backpack before setting his sights on the inner city.

_Dinner with my girl, _Peter smiled inwardly. _Let's just hope my dinner suit doesn't get too wrinkled in my bag._

The whirring of his web shooters signaled his takeoff and Peter pulled himself towards his destination. He loved web swinging. The whistling of the wind in his ears and the pressure of the g-force on his gut filled him with adrenaline.

_The bank job was a cake walk. Boomerang and Shocker are about as dangerous as a throw pillow and just as soft. If only the cops could keep them behind bars for more than a week._

Peter landed on a rooftop and sprinted across it, leaping up onto a water tower and flipping over a ledge onto another building. If he was fast he might be able to pick up some flowers from that shop near the restaurant.

_The Bulge, what a stupid name for a restaurant. It sounds like a gay bar._

It was at that point that time slowed down. There was something moving towards him at a breakneck speed. Peter leapt forwards onto his hands, cart wheeling away from the danger. A small silver knife imbedded itself in the rooftop where he had just been standing.

"Look I really don't have time for this." Spider-Man called out to his attacker.

"Oh but I've got time for you spider." came a sultry voice from above him.

Spider-Man whipped around, looking upwards to find a woman standing on a ledge. She wore a black jumpsuit whose neckline dipped dangerously low and goggles with orange lenses that obscured her face. Her long white hair billowed in the wind behind her.

"Well sweetie, you're going to have to pull a number." Spider-Man leapt up towards her, hoping to catch the woman by surprise. She twisted backwards and avoided him as he landed behind her. She lashed out her hand, whipping more knives in his direction. Spider-Man somersaulted over them coming up and kicking her in the stomach. She gasped and fell backwards to land where Spider-Man had been not two seconds before.

"You asshole, can't you see I'm a woman?" She called as she rolled to her feet, Spider-Man jumped down and landed beside her.

"Chivalry is negated once knives start being thrown around." He punched and she dodged, coming up with a swift kick that connected with his middle. Spider-Man buckled at the impact and she was quick to uppercut him in the jaw, forcing him to stagger backwards. The woman next came at him with a flying kick, but Peter ducked under it and rolled away.

"So, what's your beef?" Spider-Man asked as he sprung to his feet.

"Just a little old fashion revenge." The woman came at him again and Spider-Man side stepped her, avoiding any damage.

"No seriously what's up? People don't usually just attack me like this."

Spider-Man fired a stand of webbing and she danced away from it, laughing.

"Let's just say that I'm a Black Cat, and you just got seven years of bad luck web head."

It was Peter's turn to laugh.

"And I thought my one liners were bad…" He barely had time to register as sharp claws protruded from her gloved hand and were brought to his face. Spider-Man did his best to turn his head away from the attack but he felt a fiery sting as the blades were dragged across his face, leaving three long cuts and one scratch in his left lens.

"Ha!" Black Cat cried in triumph, having finally landed a solid blow on her enemy.

Spider-Man twisted and grabbed her arm, flipping her into the air. She twirled and threw another knife that he dodged quickly. She landed on the ground again and started towards the edge of the building. Spider-Man fired two web lines, one impacting on her back and another in her hair. She cried and out whirled around, swiping with her claws and severing one of the Bio-Cables. He tugged with the other and literally pulled her hair off. The white wig flew through the air and landed in his hand.

"What the hell?" Spider-Man looked for the Black Cat, but she had disappeared. He looked back down at the wig in his hand. "Don't you just hate those pesky wardrobe malfunctions?" Peter could feel blood dripping down his face from the scratches he had sustained.

_Well isn't this just turning out to be a great evening._

Peter took off his pack and was about to open it when he found knife protruding from the back. He quickly opened his bag to find that his suit jacket had been punctured.

_Great just great._

He slung his back pack back over his shoulder and slung another web, pulling himself off the rooftop.

* * *

They sat in a booth, Harry and MJ on one side and Gwen in the other. Sipping on their drinks and making light conversation. Gwen checked her phone for about the billionth time.

"Maybe I should call him again." She said, chewing on one of her nails.

"Maybe…" MJ sat up a little in her seat to get a view of the front door, half hoping to see Peter's brown hair bobbing towards them. She turned to Harry and whispered. "Does Peter do this often?"

"Do what often?" He whispered back.

"Just stand her up."

Harry shook his head and took another sip of his drink. Gwen heard their exchange.

"He's been late before, but he's never just not shown up," Gwen said, not looking up from her phone. "Do you… do you think he's okay?"

"Yeah of course," Harry answered. "He probably just got called into work or something."

"He would have at least texted if that was the case."

Harry wasn't good at consoling people. He could see the hurt in Gwen's eyes and it only served to frustrate him. Partially because he felt he could do nothing to help and partially at Peter for not coming.

_Who does he think he is? Gwen doesn't have to put up with this bullshit._

Harry looked at MJ and back at Gwen before clearing his throat.

"Hey let's just get out of here. This place is dumb. We can head to my place and watch a DVD or something." He looked between the girls again, they were hesitant to leave. Harry sighed and took MJ's hand pulling her from the booth after him. "Come on Gwen, Peter can meet us there if he decides to show up."

Gwen nodded silently and followed the couple out of the restaurant. Harry flagged down a taxi and the group piled in. Gwen stared out the window as they drove to Harry's penthouse.

_What's wrong with me? Why doesn't Peter care enough to even call? Ugh, maybe I'm over reacting. Maybe he's just asleep or something. Or maybe Flash got to him…_

Gwen was still clutching her phone in her hand. She dialed Peter and left another voice mail.

"You better call me as soon as you get this Peter Parker." She hung up and turned to Harry and MJ to find them making out in the seat next to her. Gwen sighed and stared out the window.

* * *

It was a simple matter for Doctor Otto Octavius to find Norman Osborn. The CEO of Oscorp was in his penthouse when Otto arrived. He knocked politely on the window to Norman's office and watched as Norman jumped at the sound. Norman stood up from his desk and opened the window. Octavius crawled in.

"Dr. Octopus, to what do I owe the pleasure?" Norman took in every detail, the mechanical limbs, the tattered trench coat, and the wild look in the doctor's eyes. Despite all this Octavius spoke calmly and slowly.

"I'd prefer if you called me by my actual name Osborn." Octavius said, his robotic limbs lowering him to stand on his own two feet.

"Of course Otto," Norman sat back behind his desk. "I was devastated to hear about your accident." He didn't sound devastated.

"You know very well that it was no such accident. I was attacked Norman, on your watch."

"My watch?"

"Yes, where was the security when I needed it? Why was it so easy for that man to get to me? I was in your lab Osborn, under your protection and you failed me." Octavius was stepping closer to Norman with every sentence, growing more and more furious.

"So what is this then? Have you come to kill me?"

_I'd like to see you try._

"That depends on how you respond to my demands."

"You have demands."

"Precisely," Otto straightened up and adjusted his trench coat. "I want my lab back, everything there is my creation. My life's work and I want it."

"I'm afraid that's not possible."

"Excuse me?"

Norman pressed his fingers into the corners of his eyes.

"Oscorp is dead in the water Octavius, the Oscorp Massacre, the Green Goblin attacks, your accident. My investors have all withdrawn their funding, by the end of the year I will be bankrupt."

"No," Otto shook his head. "I can't have all been for nothing." He glared at Norman. A tentacle rose and slammed on the desk before him. Norman didn't as much as blink. "Do you know what I had planned?!" He shouted. "My work has to continue."

"Killing me won't change a thing. If you want to continue your work then continue it Otto, just not at Oscorp."

"But how? I don't have the resources or the equipment."

"You're a big boy Otto you can figure that out by yourself," Norman was about to dismiss Otto when a thought came into his head. "But I would lay low if I were you."

"Why? Do you think they just released me from the hospital with my harness still attached? No! I escaped Osborn. No one can stand up to me with my tentacles."

"No one except Spider-Man."

Otto Octavius scoffed.

"A myth, an urban legend. He doesn't frighten me."

"Have you not been reading the papers? Spider-Man is very real and very dangerous, I've seen him myself."

"Even if this man did exist, why would he come for me?"

"Think about it Otto, you said it yourself. You escaped from custody, you are a wanted man. And Spider-Man is a vigilante, who will stop at nothing to bring you in."

"You sound so sure, the Spider-Man might not even hear of my escape."

"Is that a risk you are willing to take?" Osborn stood up and walked around the desk to face Octavius. "I'll strike you a deal Otto, how does that sound? You kill Spider-Man and I'll supply you with the necessary equipment for whatever little experiment you want."

"You want me to kill this man? I wouldn't even know where to look. How do you even want it done?"

"I want it done, as publicly and as humiliating as possible." Norman reached out and touched one of the doctor's arms. It withdrew from Norman like it had been hurt. "I'm sure you'll think of something."

Otto thought to himself, furiously calculating.

_I have an idea of how to destroy the Spider-Man. But I must do my research first, know his weakness. Norman says he can deliver the equipment. But if he doesn't, I'll rip him limb from limb._

Otto shook Norman's hand.

"I'll deal with Spider-Man. Just tell me where I can get what I need."

"I'll tell you when the job is done. What are you planning to build?"

Octavius grimaced.

"You'll see." Otto started towards the window.

"Where are you going to go?"

"I need to run some errands, pick up a few… things." Otto disappeared.

Norman turned to go back to his desk. A smile on his lips.

_With any luck, Octopus and Spider-Man will destroy each other, leaving us free to take the city as we please._

There was the sound of the elevator and Norman heard several voices in the lobby. He strode to the door and opened it to find his son accompanied by two pretty girls.

"Hey dad," Harry said, he put an arm around each girl. "We are just gonna be in the TV room okay."

"Alright." Norman shut the door again.

_Interesting, apparently my son isn't such a waste of space after all. He's hanging out with actual girls._

Norman laughed to himself.

_Today was a good day._

* * *

There was a knock at the window. Doctor Connors rolled over in his bed, pulling his wife closer to him. There was another knock, louder this time. Connors groaned and forced himself to sit up, looking towards the source of the noise. He gasped. Spider-Man was perched outside his window, the eyes of his mask glowing in the moon light. Connor got out of bed and pulled the window open for Peter to crawl inside.

"Do you have any idea what time it is Peter, for goodness sake, this is my home." Connor said in a hushed tone, trying to avoid waking Martha.

"I could use a little help as of right now." Peter pulled off his mask and Connors gasped, seeing the scratches to the boy's face.

"What the hell happened to you?"

"Some bitch in a cat suit, that's what happened."

Martha stirred from the bed.

"Curt," she called. "What's going on?" She blinked a few times and took in the scene before her. "Peter, what are you doing here?"

Downstairs in the kitchen, Connors set a coffee mug in front of his wife.

"Thanks dear." She said, currently in the process of applying bandages to Peter's face. She touched the scratch closest to his eye and he hissed in pain. "Oh don't be a baby."

"So tell us again," Curt Connors was leaning against the counter. "What happened exactly?"

Peter sighed.

"I was just doing my thing, minding my own business, when she jumped me," Peter brushed Martha's hands away for a second and reached into his back pack that rested on the table. He pulled out the knife and the wig and showed them to the doctor. "That's one of the knifes she attacked me with, and that's her uh hair."

"Okay," Connors took the blade and turned it over in his hands. "I've never seen anything like this, its very light."

"Yeah Ow!" Peter exclaimed as Martha prodded another scratch.

"Do you remember doing anything in the past to make someone want to kill you?"

"I've put so many crooks behind bars that I doubt she's the only one with my name on their list," Peter felt his face gingerly. "Do you think I need stitches?"

"No I've patched you up the best I can, they'll heal up in a few weeks."

"Maybe sooner, I heal faster than the average Joe." Peter stood up from his chair and grabbed his mask, handing it to Martha. "If you could find the time to fix this up too that would be nice."

Martha sighed and took it from him.

"You're going to have to start paying me for thread if you keep this up."

"Yeah," Peter rubbed the back of his head. "I uh want to thank you guys for everything you've done for me."

"Don't mention it Peter, you can always count on us." Doctor Connors smiled and shook Peter's hand.

_This must be what it's like to have parents._

Peter looked at the wig.

"Is there anyway we can like, check for DNA or something on that?"

Connors laughed.

"We aren't forensic specialists, so no I'm sorry. If I were you, I'd lay low for a few days."

"I don't know if that's an option. I can't have lunatics running around town, just look what Electro did."

Connors nodded.

"Otto Octavius was actually a friend of ours." He gestured to Martha and himself. "We studied together at the university."

Martha smiled.

"Yes, Otto was a very brilliant man, a little bit of an odd ball, but brilliant none the less. I hope that he is alright." She said.

"From what I hear," Peter interjected. "He was the only survivor."

Connors nodded.

"Well it's getting late Peter. Do you need a ride home?"

"No I'll be fine." Peter retrieved his cell phone from his bag and turned it on. He was greeted by eight missed calls and fourteen text messages.

_I'm in trouble._

* * *

Knocking on windows seemed to be the theme of the evening as Peter crouched on Gwen's fire escape that night. To his surprise it was MJ who slid the window open.

"How did you get up here?" She asked. Peter pointed to the fire escape beneath him.

"I didn't want to go waking up the whole apartment by trying the front door." He looked past MJ into Gwen's bedroom. "Is she here?"

"Yeah, but she's asleep. Where have you been Peter? Do you know what you put her through?"

Peter looked away from MJ, down to the street below him.

"I uh… I had some stuff to do. I didn't see her messages until much later."

"Peter what happened to your face?"

"I fell off…"

"You're bike yeah, Gwen told me about that. Cut the shit Parker, what is really going on?"

"It's none of your business. I want to talk to Gwen."

"Well she just finally got to sleep. I'm not going to wake her up again."

Peter was frustrated. He gripped the edges of the window tightly. It would be so easy to push MJ out of the way and get to Gwen, explain everything.

_I can't tell Gwen, not with Mary-Jane here._

"I'll talk to her tomorrow." Peter moved away, about to start climbing down the fire escape, but MJ grabbed his arm.

"Listen to me, if you hurt Gwen. There will be hell to pay." Her eyes were hard and unwavering.

"Trust me, that's the last thing I want to happen."

They stayed there for a moment, looking into each other's eyes. MJ didn't release her grip.

"Harry's a nice guy," Peter finally said. "I'm happy for you two."

"Thanks." MJ let go.

Peter disappeared down out of sight and MJ closed the window again. She turned and looked at Gwen's sleeping form.

"You have to be the most mysterious boy in the world Peter Parker," she spoke quietly to no one.

* * *

**I'm super pumped to be introducing Felicia Hardy aka The Black Cat. She is a totally awesome character and I'm looking forward to adding her to my cast of characters. Just a heads up, I'm planning a short solo story based on Felicia that will take place during this particular arc, so be on the look out for that. Thanks for reading guys.**

**- Mike**


	14. It's Hard to Remember - Part IV

Peter called Gwen the next morning.

"Peter?" she said, answering the phone.

"Hey." Peter squeezed his eyes shut.

_What do I say to her?_

"Where were you last night?"

"I…"

_I should tell her, she would understand. She has a right to know the truth._

"I was with Doctor Connors. He needed my help with something and called me at the last second."

"Why didn't you answer your phone? And what did he need help with?" There was a strain in Gwen's voice, like she was forcing herself to remain calm.

"He just needed some help around his lab and I turned my phone off, I'm sorry Gwen."

"It's okay."

It wasn't.

_Do you know how much I worried about you? _Gwen thought.

"Listen, I'm going to come over okay. We can get lunch or something okay?" Peter said quickly.

"Alright." She responded.

"I love you Gwen."

"Love you too."

She hung up and Peter brought his phone from his ear to rest on his forehead. He sighed and gripped it tightly.

_Why can't I tell her? It seems physically impossible. It should be easy. "Gwen I'm Spider-Man." Just tell her, you should tell her. You shouldn't lie to her anymore._

* * *

But Peter did lie to Gwen. He lied to her nearly everyday along with Aunt May, MJ, Harry. His life was literally held together by feeble excuses. But somehow life continued, autumn came and went, giving way to a snowy winter. The streets and buildings were covered in a white blanket, making webs swinging more of a challenge. It was good exercise though and it served to take Peter's mind off of how miserable he was becoming. Christmas was a few days away and Peter found himself perched on his rooftop, in the process of hanging up Aunt May's Christmas lights.

"It's about time you put up those lights tiger." came a voice from below him. Peter peeked over the edge of the roof to see MJ standing below him, her red hair waving in stark contrast to the snowy ground.

"Yeah," Peter glanced at the surrounding houses, already decorated. "We've been busy."

"Well why don't you take a break? Come inside and get some cocoa"

"Okay." Peter agreed, having only just begun. He slid down the roof and dropped down next to MJ causing her to jump.

"Careful Peter, you can't just go flying off of roofs."

"Well I just did."

She stuck her tongue out at him before leading Peter into her house.

"So what did you get Gwen for Christmas?" asked MJ as she led him to the kitchen.

"I got her," Peter tapped his hands on the counter in a drum roll. "A new laptop case!"

"Lame." MJ laughed.

Peter shrugged.

"It's what she wanted."

MJ set about making hot chocolate.

"You should get her some jewelry. Girls love jewelry."

"You mean like a necklace or something?"

"Very good Peter, a necklace is a piece of jewelry." MJ giggled sarcastically. Peter picked up a dish cloth and threw it at her, forcing her to dodge out of the way.

"Give me a break. I've never really had a girlfriend before. I don't know how this is supposed to work."

"What do you mean?"

"Well if I get her a necklace, what if she doesn't like it? She'll either feel obligated to wear it or she won't wear it at all. And I wouldn't what that."

MJ set a mug down on the counter in front of Peter and brought her own to her lips.

"No like what do you mean by saying you've never really had a girlfriend."

"Gwen's kind of my first."

"Get out."

"No I'm serious," Peter laughed. "I wasn't always the roof jumping badass you see before you."

MJ shrugged.

"Well for a first girlfriend, you could do a lot worse."

"Gwen is the best."

"Yeah."

They sipped their drink in silence for a few seconds. Peter thought of Gwen and MJ thought of her first boyfriend. It wasn't a pleasant memory.

"So," said MJ. "I guess we'll be spending Christmas with you guys."

"You and your Aunt Anna?" Peter hopped up and sat on the counter.

MJ nodded and got up next to him.

"It feels a little weird. I mean, this is my first Christmas without my parents."

Peter looked at MJ.

_She's never mentioned her parents before._

"What happened to them?"

"My mom walked out on me and my dad when I was ten, and my dad is just an ass." MJ took a big sip of her drink. "So I ran away and now I'm here with my Aunt."

"You ran away?"

"Not really, my dad kind of kicked me out."

"Wow that really sucks. I'm sorry."

_She's pretty forthcoming with this information, but what do you say to that? How do you comfort someone who acts like they don't even need comfort?_

"It's whatever, I love my Aunt though. She's always been there for me and well she's here now."

"My parents died before I could remember. I've only ever lived with my Aunt and Uncle."

MJ put her arm on Peter's shoulder.

"I know, Gwen told me."

Peter laughed.

"Gosh is there something Gwen hasn't told you?"

"Nope, she pretty much talks about you twenty-four-seven."

"Well I am awesome."

"Oh yeah totally." MJ rolled her eyes, pushing Peter playfully.

"So what do you want to do after high school?" Peter asked.

"I'm going to be an actress."

"Really? That's cool. I didn't know you could act."

"Ever since I was little that's what I wanted to do."

"Well then I can't wait to see you on Broadway."

"I'll be sure to save you a seat."

The both laughed and Peter found himself looking into her eyes. They were a vivid green, accented by a good amount of make up. Gwen never wore that much, always complaining about how it took too much time.

"You have pretty eyes."

_Holy crap, did I say that out loud?_

"So do you."

_Did she just say that?_

Peter cleared his throat and looked away to find his girlfriend standing in the doorway. MJ and Peter both jumped down from the counter as Gwen watched them.

"Hey guys." She said, clutching a tub of cookie dough in her hands.

"Hey babe, we were just having some cocoa." Peter raised his empty mug. Gwen dumped her cookie dough on the counter and nodded.

_Stupid don't act guilty, you did nothing wrong. _

"I can see that dear," She pecked Peter on the cheek and turned to MJ. "So are we gonna bake cookies or what?"

"Waiting on you sister," MJ responded. "Are you going to help us out Pete?"

"No I need to finish up those Christmas lights. But I'll come by when I'm done." Peter set down his mug and stretched. Gwen came and put her arms around his middle.

"Alright be careful, I love you." She spoke into his chest.

"I love you too."

They separated and Peter made his exit.

_To do list: Finish hanging the lights, Buy Gwen some nice jewelry, and never look in Mary-Jane's eyes again._

Peter made sure no one was looking and jumped onto his roof in a single bound.

* * *

The television was blaring loudly, illuminating the living area in bright flashes of light. Billy Connors lay on the couch fast asleep despite the noise. It was his mother, Martha, who finally shut off the TV. She looked down at her sleeping child and smiled to herself. Curt was still out at the lab and probably wouldn't be home until much later, so it fell on her to get their son to bed.

"Come on Billy, here we go," She got her arms underneath him and lifted him up into her arms. "Goodness me, when did you get so heavy?"

Martha struggled up and stairs and into his bedroom, gently depositing him on his sheets. She tucked him in and turned off the lights before heading back downstairs.

_I should balance the checkbook and throw in a load of laundry. Maybe then I'll have time to squeeze in a little reading._

She went about the chores, yawning once in a while. It was getting late after all. She was disturbed by a knock at the door.

_Really? At this hour?_

Martha moved to the door and opened it to reveal a man in a large trench coat, his eyes obscured by black sunglasses.

"Hello Martha, is Curt home?" Otto Octavius smiled kindly.

"Otto? What… what are you doing here?" Martha gasped stepping backward.

"Just paying a visit to some old friends, now where is Curtis Connors?"

"He's out right now. Otto, we heard about the accident. Are you alright? We never got any other news about how you were doing or if…"

"Listen Martha, I really don't have time for this," Otto interrupted her. "I'm in quite the hurry. Tell me where Connors is."

Something about his tone of voice made Martha weary.

"I don't know where he is. He won't be back for a while."

"How long?"

"A long time."

Otto smiled at Martha, he wasn't an idiot.

"Well then, I guess I'll have to make due with whatever is available."

People all over the neighborhood could hear Martha's screams. When the police arrived, they found they house partially destroyed and a young boy asking for his mother.

* * *

When Martha awoke she found herself on a hard stone floor. She groaned and pushed herself up to gauge her surroundings. She was in a makeshift laboratory, with expensive looking equipment haphazardly placed on wooden crates and old wobbly tables. She got to her feet and tried walking towards a door in the wall, but she was brought to a jarring halt just short of it.

"What the hell?" Martha felt around her middle to find a chain fastened securely around her that was attached by a wire to a track in the ceiling. She tugged on it and found that it wouldn't budge.

"Ah finally you are awake."

Martha turned to find Octavius coming towards her, pushing three long carts with his massive tentacles. Martha moved away from him along her track, trying to get as far away as possible.

"What is this Otto, what are you doing?"

"Scientific Progress Martha," Otto shifted the carts into place near the center of the large room. From this distance Martha could see the bodies of three men lying on the carts. "I needed your husband's help truthfully, but when life gives you lemons…"

"Help! Someone help me!" Martha screamed at the top of her lungs, straining at the wire that held her in place.

"Shut up woman, no one can hear you anyways. You are in a secure location that I have set up as my base of operations."

"I don't know what you want Otto, but please let me go I'm begging you."

"I told you to shut up!" Otto roared Martha into silence. "You get the chance to be apart of something great and this is how you behave!"

"Otto…" Martha mumbled. "Are they… are they dead?" She pointed to the bodies.

"No but they will be unless we act fast. I got them from the hospice on the far side of town."

"You kidnapped people from a hospice? Otto who are they? What do you think I can do for them? They were in a hospice for Christ's sake. I'm just a physicist what can I do…"

"You talk so much!" Otto pressed his hands over his ears and shouted. "Why can't you just listen for five minutes you dolt?"

Martha fell silent it was oblivious to her that Otto was unstable.

"Thank you," Otto continued. "Now these men will die unless you administer a formula to them that will transform them into actually useful human beings."

"What do you mean?"

Otto moved closer to Martha now and she leaned back away from him.

"I know that Curt was experimenting with cross-species genetics. I need you to recreate some of his work. I need you to experiment on these men."

"I can't do that. Even if I knew how, I wouldn't. It isn't right. They are just helpless people Otto."

Otto strode away from her, towards a workbench. One of his tentacles snaked over to a crate and picked it up placing it in front of Octavius. He opened the box and pulled out a stack of files, dropping them heavily on the bench.

"Curt's old work, form back at university. You'll find what you need here," He gestured around him at all the equipment. "These men were once common criminals, scum who took a turn for the worst. They will die unless you act." He grabbed Martha with a metal claw and dragged her along her track in the ceiling to the bench. She looked at Otto with sad eyes before picking up the files and flipping through them.

"Otto please, why do you want me to do this?"

Octavius smiled.

"You'll find out soon enough," He turned from her and moved towards the door. "You'll do as your told Martha, or I will be forced to pay another visit to your home." And with that, Martha was left alone in the lab, a prisoner of scientific progress.

* * *

A loud beeping roused Peter from his sleep and it took him a moment to realize it was his radio. He dragged himself out of bed and over to his jeans, which lay discarded on his bedroom floor. He pulled out the radio and pressed the button on top.

"Peter if you can hear me, hold down the button and speak into the radio." It was Doctor Connors. Peter held down the button.

"Hello?" He spoke tentatively.

"Thank god, Martha has been kidnapped. By who, I don't know. Spider-Man is needed at my house as soon as possible."

"I'll pass on the message." The radio went silent and Peter immediately started to tug on his suit.

_Martha Connors was taken? I have to help any way I can._

It took a total of six minutes for Peter to reach the Connors' house hold. The bedroom window was already open, allowing Spider-Man to dive straight in onto the floor. Doctor Connors was waiting for him.

"What's the situation?" Peter asked quickly, there were no time for pleasantries.

"I received a call at the lab. The neighbors had heard a commotion next door and called the police. Someone's taken Martha and made a damn mess of the whole bottom floor." Connors responded.

Spider-Man saw a hole in the floor that lead to the kitchen below, it was as if someone had punched upward through the roof.

"Billy?"

"He's staying with a friend of his."

"And you?"

"I have a room set up in the lab, for over night experiments. I'll be fine there."

"Good. What about the police?"

"They're running an investigation. Detectives left the house five minutes before I called you."

"How did you do that anyway? I thought this was just a glorified police scanner."

"It's also a two way radio. I'll give you the frequency later."

Peter nodded.

"Any idea who might have done this?"

"I haven't the slightest clue."

Connors sat on the edge of the bed, his shoulders slumped. It was the first time that Peter really felt the doctor looked old.

"I'm going to take a look around." Spider-Man exited the room and started down the stairs. Connors didn't exaggerate when he said the ground floor was a damn mess. It was all but obliterated. Tables and chairs were smashed, along with several walls. There were long scrapes and gouges in the floor and ceiling.

_What could have done this?_

He went back upstairs to find Connors.

"I'll do a sweep of the city and search any nook and crannies the law can't get to." Spider-Man headed towards the window. "Let me know if anything comes up."

"Of course." Connors watched as the masked hero disappeared.

* * *

"They are beautiful."

"No, they're monsters."

Doctor Octavius and Martha Connors stood in the laboratory, three monstrous beasts before them.

"Go my darlings, do what you were created to do." Octavius called with a wicked smile and sweep of his arm. The beasts departed.

"What were they created for?" Martha asked. She was exhausted mentally and physically. The wire that attached her to the track allowed her to move about the lab to work, but it restricted her from sitting down and resting. She had been on her feet for hours.

"To kill Spider-Man of course."

Martha's eyes widened.

"Why, why would you want to do that?"

"Because he will try to stop me."

She shook her head, wishing she could just block out what she was hearing.

"Please just let me go, I did what you wanted. Please, just please."

"I'm afraid I cannot do that Martha, your presence is still required."

* * *

Spider-Man came to a rest atop his favorite gargoyle, high above the city streets. He put a gloved hand to his masked face and exhaled.

_I don't even know where to start. It doesn't look like the common criminal could have made that kind of mess. Was it the Green Goblin? I haven't seen him in months. It wasn't Electro, that's for sure. The Lizard? Would Doc Connors transform himself and kidnap his own wife? I serious doubt he would do that, but I can't ignore any possibilities._

Something whistled by his ear and impacted into the stone wall behind him. He turned to find a grenade looking object poking out at him.

_Well shit._

Spider-Man allowed himself to fall backwards off his perch as the grenade exploded. A loud humming sound filled his ears and his vision went completely white.

_What the hell was that? A flash bang?_

He fired a web and swung in an arc to a nearby rooftop. Landing, he shook his head to clear his senses and looked around to find his attacker. His spider-sense must have been dulled by the explosion, because he barely registered as someone struck him hard in the back. Spider-Man fell on his face and rolled over quickly in an attempt to retaliate, but a firm boot was placed on his chest.

"Hey there spider did you miss me?" it was the Black Cat.

"Okay now I really really don't have time for this." Spider-Man grunted and pushed her away from him, springing to his feet.

"I missed the part where that was my problem," She was dressed in the same black outfit, with another wig fixed atop her head. She flexed her hand and sharp claws protruded from her fingertips. "Now, are you ready to get what you deserve?"

"I think you and I have different opinions on what it is I deserve." Spider-Man flipped over her head, avoiding a quick swipe. He came down behind her and kicked with his leg, sweeping her own out from under her. Quickly, he leapt on top of her, pinning her to the ground. They were now face to face. "Seriously, what's your problem? Why are you doing this?"

The Black Cat struggled beneath him and swung her head upwards, her forehead catching Spider-Man on the nose. His head rocked backwards but he kept his hold on her, keeping her from rising up. He could feel something warm dripping from his nostrils.

"You really don't like me huh." He said causing the Black Cat to laugh. She moved slower this time bringing her lips up and planting a soft kiss on his cheek.

"What gave you that impression?" she asked in a sultry tone.

He opened his mouth to answer but something hard slammed into his side, flipping him off her and into the air. He twisted, catching a flash of something green on the rooftop. Spider-Man fired a web to pull him back to the earth when he was hit again from behind. He crashed back onto the roof, much harder than planned. He groaned and pushed himself onto his hands and knees. The first thing he saw was a pair of feet, enormous almost hoof-like feet. His eyes traveled upwards, over a hulking body to rest upon a ghastly face with a sharp horn protruding from the forehead.

Spider-Man scrambled backwards onto his feet. The Rhino man was joined by the green monster which sported a dangerous looking tail and a bird-like man who flapped his wings, hovering above the ground. Spider-Man found the Black Cat, looking just about as stunned as he felt, standing not to far away from him.

"Friends of yours?" He asked her. She silently shook her head no.

The Rhino took a step forward and roared at Spider-Man before he charged.


	15. It's Hard to Remember - Part V

Spider-Man leapt straight up into the air, opening his legs in a wide split, narrowly avoiding the Rhino's horn. The Rhino continued on his path, slipping on the snow covered roof and tumbled off the edge, eventually hitting the ground in an earth shattering thud. Unfortunately the airborne hero was now open to an attack by the Vulture who swooped down and punched Spider-Man in the chest. Spider-Man grabbed his attacker and the two of them grappled in the air. The half bird half man flapped his enormous wings, easily keeping them aloft, and clutched at Spider-Man's wrists. Peter struggled in his grip.

_It's strong, really strong._

Still holding Spider-Man by his arms, the Vulture brought up his legs and kicked with sharp talons. Spider-Man felt the blows clawing at his chest and stomach, tearing his suit. He twisted his wrist and fired a glob of webbing into his eyes, blinding the monster. Twisting his hand free and upper cutting the Vulture set Spider-man free and he twirled back to the rooftop. There wasn't a second to catch his breath as it was the green monster's turn to attack.

It was a hideous creature, a dark green shell covered his skin, one of his arms was enlarged into a lobster like claw, and a long tail with a sharp point protruded from his back. The Scorpion lunged forward, bringing his tail down, hoping to impale Spider-Man. The hero ducked forward under the attack and punched the Scorpion in the ribs. The Scorpion hissed and stabbed with his tail again, but Spider-Man easily avoided it.

_Can this night get any crazier?_

He blocked one punch from the Scorpion and cried out as his large claw latched onto his shoulder. Spider-Man wrenched free and delivered several swift jabs to the Scorpion's face and chest. The Scorpion staggered backwards while Spider-Man pushed forward.

_Don't let up. Just keep punching until it can't get up anymore!_

He raised his hand again for another punch when the Vulture dived down again and slammed both of its fists into Spider-Man. He was lifted off his feet and tossed from the roof. Quickly, he flicked his wrist and web swung to the ground below. As soon as he touched down, his spider-sense triggered again and he felt a large hand punch him into the air again.

He crashed into the side of a parked mini van and fell to his knees. Spider-Man looked up to see the Rhino charging toward him again. He tried to avoid it but the front of the horn connected with his chest, pushing him against the car and actually forcing him through the doors and out the other side. Spider-Man skidded to a halt on the sidewalk and writhed in pain.

_It's too much, there's too many of them._

The Rhino lifted the ruined mini van and raised over his head.

"Squish the bug." It said, its twisted mouth actually forming a smile.

"Not today!" The Black Cat landed feet first on the Rhino's face with enough force to make the large beast stumble and drop the van. The Black Cat rolled as she hit the ground and came up next to Spider-Man. "Come on Spidey, you aren't getting off that easy."

The Rhino recovered quickly and brought his fist down towards the pair. Spider-Man forced himself to push upwards, grabbing the Black Cat and taking her with him into the air. He fired a web and they continued their assent, only for the Vulture to come sweeping towards them again.

"Heads up!" Spider-Man called, pushing the Black Cat away from him and twisting himself to avoid his attacker. The Vulture flew by harmlessly, actually crashing into the ground below. "Looks like someone needs more practice!" Spider-Man couldn't help but gloat.

The Black Cat fumbled in the air bringing her claws up and digging them into the nearest building. She hit the wall and gasped as the air was knocked out of her. Spider-Man landed comfortably next to her.

"Thanks for the assist, as unexpected as it was." He said.

"We aren't out of the woods yet." She gestured with her head back to the street where the Rhino and Vulture were regrouping. There was a hiss above them and Spider-Man looked up to find the Scorpion swiftly climbing down the wall towards them. Spider-Man grabbed the Black Cat's wrist and pulled her up and onto his back.

"Hold on tight and keep your hands and feet on the spider at all times." He fired a Bio-Cable and pulled the two of them away from the fray and out of sight.

* * *

Spider-Man and Black Cat touched down on one of the highest buildings in the city after putting several miles between themselves and the three monsters. Black Cat was a little wobbly on her feet and Spider-Man put out a hand to steady her.

"First time huh?" He asked. "Web swinging I mean." She brushed off his hand and stalked to the edge of rooftop looking out over the city. "What's going on here? One second you're trying to kill me and the next you're actually helping me out? I don't understand."

The Black Cat wrapped her arms around herself, suddenly feeling the chill of the winter air. She breathed deeply, like she was angry or sad, fighting off tears.

"I couldn't let those things kill you. I'm not finished with you yet." She spoke quietly.

"What did I do to you?" Spider-Man was getting frustrated. "Cut out the all the cryptic stuff, I want to know."

"You really don't know huh? You have no idea what you did." Black Cat turned to face him. "You don't even remember his name do you? You don't even remember what you did! You don't even care!"

"I'm seriously just so very lost right now."

"My father was the Cat. You took him away from me. You beat him and dragged him away."

"You're father was the Cat?" She nodded, her white hair drifting in the night wind. "You're father was a criminal, he's been on the most wanted list for years. He needed to be stopped."

"But not by you! It isn't your job. You didn't have to do that! You're just some guy in a mask! You had no right to ruin everything!" She was screaming now, stepping forward with each outburst.

"I'm sorry, but it is my job. I have to do this." Spider-Man spoke softly. "I lost someone too. A criminal killed someone I love. I can't just sit by and allow bad guys to run free."

"My dad wasn't a bad guy, you don't even know." She was forced to lift her goggles to wipe at her eyes. "You don't understand. I'm all alone now because of you."

"Felicia?" Spider-Man asked. He had recognized her face and her voice. Suddenly it all made sense, it all fit together. The Black Cat pulled her goggles back over her face.

"What… what are you talking about?"

"Felicia Hardy, your father was Walter Hardy and he was the Cat. That was you in the museum with him."

"Shut up!" Felicia suddenly screamed. "Just shut up!" She turned to run but he grabbed her arm, holding her in place.

"Felicia, listen to me, I'm sorry for what happened I really am." He dodged a swipe from her claws and grabbed onto her other hand. "But your father was a professional, he knew the risks. I can't discriminate against criminals, he had to be stopped."

Felicia stopped struggling.

"How do you know me?" She asked.

_We go to school together silly._

"You're father was on the news, I can do my research. I knew he had a daughter, I just didn't think she'd try to kill me." He released on of her hand and reached up, fixing her goggles back away from her eyes. They were blue and red rimmed, long black bags hung beneath them. "When's the last time you slept Felicia?"

She tugged away from him and this time he released her.

"So what happens now? Are you going to take me in?" She asked.

"No, as far as I know your only crime is assaulting a wanted vigilante and I'm not really sure if that's even a crime."

Felicia tugged he goggles back into place.

_She's always been so distant at school. Not many friends. Maybe she could use few._

"Go home Felicia, before you get yourself hurt." He advised.

She looked at him one more time before running towards the edge of the building and leaping off. Spider-Man went to the edge and watched the Black Cat disappear.

_Note to self: Things can always get crazier._

* * *

Doctor Octavius was furious.

"He got away!" Octavius slammed his fist on a workbench, causing his three monstrosities to flinch backwards in fear.

_Good I've trained them well._

"Three against one and you still failed to complete your task."

The Scorpion hissed quietly.

"Cat help spider." It spoke.

"What did you say you imbecile?"

"Spider… help."

"Spider-Man had help?" Octavius asked and the Scorpion nodded furiously. "You think I care if he had help or not? You failed and you will face the consequences." Octavius pulled a small remote from his pocket and pressed a button. The monsters screamed in pain and were reduced to whimpering mounds on the floor. The Rhino accidentally knocked over several boxes, earning the group another wave of pain. Octavius put the remote in his pocket.

_Sniveling scum, if you want something done right…_

Octavius started for the exit when a voice called to him.

"Otto…" It was Martha.

"Yes woman, what is it?"

"He's going to stop you."

"Spider-Man? Don't make me laugh."

"He will, he's coming and he's going to kill you."

Otto moved over to Martha who was seated atop a crate.

"You sound so sure Mrs. Connors., but I must correct you. It will be I who kills him."

"Where are you going?" Martha asked as he strode away from her.

"To run some errands," He stopped next to his monsters. "Make sure that Martha is comfortable. She is still integral to my plan." And with that Doctor Octopus left the lab.

* * *

Peter made his way to Doctor Connors' laboratory. He found the doctor half asleep, seated at a computer. Peter opened up the skylight and dropped to floor, rousing Connors who turned to face him.

"What the hell happened to you?" Connors asked, seeing Peter's bedraggled state.

"Scorpion, Vulture, and Rhino cross species. Ring a bell?" Peter asked, advancing towards Connors.

"What are you…"

Peter grabbed the doctor by his collar and lifted him into the air.

"You're the only man who could have created things like that. I thought you had learned your lesson with the Lizard but I guess not."

"Peter please I have no idea what you are talking about."

"You created monsters that turned against you and kidnapped your wife, and then you thought you could use me to put a stop to them. Don't deny it Connors. Admit you've been experimenting again!"

"Peter for god sakes, I've done no such thing. You have to believe me I have no idea what happened to Martha or what attacked you." Peter released the doctor and leaned against the desk, he was exhausted. Doctor Connors adjusted his coat and put a hand on Peter's shoulder. "You need rest Peter, you're hurt."

"No, those monsters are still running around out there and Martha is still missing. I have to…" Peter's cell phone buzzed in his pocket and he pulled it out.

"Who is it?" Connors asked.

"It's Gwen. She wants me to come over." Peter read the text.

_It's already morning. I've been out all night. _

"Gwen, Gwendolyn Stacy? The police captains daughter?"

"Yes."

"You should go."

"Why?"

"You could talk to her father. See if they have any news about Martha."

"You have a phone, why don't you call him yourself."

"I've been in contact with police all night. Captain Stacy might tell you something he hasn't told me."

Peter groaned. Of course he wanted to see Gwen, but it was all too much, Martha being kidnapped, the attack of the cross species, and Felicia Hardy. Peter just wanted to crawl into bed and hide away from the world.

"I'll go, I'm sorry I got rough with you Doc. It's been a long night."

"It's alright Peter, but you must trust me. My cross species experimenting days are over."

Peter nodded.

"What about your suit?" Connors continued. "Martha isn't here to patch it up."

"Yeah," Peter looked down at himself. "I seem to be burning though these things like no one's business. I'll patch myself up, I've done it before." Peter climbed the wall back towards the skylight.

"Be careful." Connors called after him.

"I always am."

It was Gwen who answered the door. Peter had been managed to go home and change clothes before coming over, even getting to take a shower. It had felt good to wash off all the dried blood.

"Hey." said Gwen, breaking into a wide grin.

"Hey yourself." Peter leaned in and kissed her. Exhausted or not, he couldn't help but better around this little blonde girl.

"Where's your coat Peter, it's freezing outside."

"Oh I didn't think it was that bad." Truthfully the cold didn't affect Peter as much as it did other people, another perk to being half spider.

"Well I'm glad you came over," She led him into the kitchen. "School has been keeping me so busy I feel you and I barely get any time together anymore."

"Tell me about it, I'm just happy to have one more semester of school left."

"Yeah, but then it's off to ESU for the two of us for another four years." Gwen was in the process of putting some bread in the toaster. "Are you hungry?"

"Starving," Peter sat at the table. "Hey, is your dad here?"

"Oh no he's out right now with my mom."

"When will he be back?"

"I don't know pretty soon I guess, why do you ask?"

"Well I just wanted to ask him if he knows anything about Martha Connors."

"She was kidnapped wasn't she? That's really awful. I'm sorry Peter I know that you and Doctor Connors are close."

Peter nodded, looking down at his hands on the table.

"Anyways I'm uh really looking forward to College. It'll be a different experience than High School. More focused on stuff we actually want to study." Peter changed the subject.

"Yeah it just sucks that I have to move out. The campus is just to far from the apartment." Gwen said.

"Well maybe you're like living in a dorm, you never know."

"Yeah maybe."

The toast finished cooking and the happy couple ate and talked, laughing about whatever came to mind. Five minutes later, they found themselves in Gwen's bed. All thoughts of exhaustion completely forgotten from Peter' mind.

"Wait," said Gwen. "My parents will be home soon."

"Then we'll make it quick."

Gwen laughed.

"No, we better play it safe."

Peter sighed and rolled off of her and she snuggled next to him on the bed.

"Don't look so dejected babe," Gwen put her head on his chest. "There's time enough for that later."

"No it's not that, I'm just…" Peter didn't get to finish his sentence as he started to dose off.

Gwen tilted her head upwards to look at her boyfriend.

"Peter?" she whispered. "Peter are you asleep?"

Peter struggled to open his eyes.

"Not yet." He mumbled.

Gwen pressed her ear against his hard chest, listening to his heartbeat.

"Do you like MJ?"

"What?" Peter was finding it harder and harder to stay awake.

"MJ, do you like her?"

"Yeah she's alright."

Gwen stiffened.

"Do you like her as more than a friend?"

"What do you mean?" It was all too much for Peter, the bed was so soft and Gwen was so warm, he was in grave danger of slipping into unconsciousness.

"Would you date her over me, if you could? Like I don't know… do you like her more?" Gwen pressed on.

"I love you Gwen, it's always been you. Mary-Jane is just a…" Peter didn't finish his sentence as he fell asleep with his girl in his arms. Gwen pulled herself tighter against his body and allowed herself to drift off as well.

It was Peter who woke up first, opening his eyes and looking up at the ceiling. Gwen was still pressed against him, it was nearly impossible to tell where one body began and another ended. He was tempted to lay there with his love forever, forget about Spider-Man and just live here until he was dead.

_I've wasted enough time. I've had my nap and Martha Connors is still out there. I have to go._

Extracting himself from Gwen was tougher than anticipated. Her thin arms were wrapped firmly around his middle and one of her legs was tucked between his own. Peter reached up with a free hand and pressed it against the wall behind his head. He then proceeded to lift himself upwards, twisting away from the sleeping girl in the process. She grabbed a fistful of his shirt and tried pulling him back down towards her.

"Where are you going?" She was still half asleep.

"I have to go to work. The Daily Bugle needs photos of… stuff." Peter responded, slipping down the wall to sit next to her.

_Another lie, I don't deserve her._

"I'll go with you." She offered, pushing herself up.

"No go back to sleep babe, I'll see myself out."

"I don't want you to go. I want us to be together for a little while longer."

"I'm sorry, it's just… really important that I go alone." Peter shuffled off the bed and turned back to look at Gwen, just so beautiful seated on the bed. Her hair was rumpled from the sleep and formed a golden halo around her head.

_My little angel._

"Come back later tonight, we'll get dinner and put in a movie." She demanded.

"It's a date," Peter leaned forward and kissed her. "I love you Gwen."

"I love you too Peter."

He tore himself away from her and left the room, shutting the bedroom door behind him. Peter walked down the hallway and found Captain Stacy sitting on the couch.

_Now's your chance, ask him about Martha._

"Hey Captain," Peter began. "How are you doing?"

Captain Stacy stood up upon seeing Peter and switched off the TV, now standing in the center of the living room.

"Peter, it's been a while since you dropped by." He said, his eyes firmly locked with Peter's.

"Yeah I've been busy."

_What happened? I thought Mr. Stacy liked me, now he's acting all suspicious._

"Undoubtedly." was all the Captain said.

Peter shifted uncomfortably.

"Look I wanted to ask you some questions about Martha Connors. She's a friend of mine and she was kidnapped recently, I wanted to know if you had any news about…" Captain Stacy had stridden forward and grabbed Peter's arm, interrupting him. He then led Peter towards the doors that opened up to the balcony on the apartment. "Uh Captain Stacy is everything alright?"

Stacy released Peter and shut the balcony doors behind them, before turning to face the young man.

"Answer me Peter, yes or no. Are you Spider-Man?"

* * *

**More chapters for you guys. I recently started reading the Marvel Knights run of Spider-Man and it is freaking top! Seriously you guys should pick it up if you're looking for a good Spidey book. Thanks for reading. I should finish this arc by Friday.**

**- Mike**


	16. It's Hard to Remember - Part VI

_He knows. How does he know? Don't panic Peter, stay calm._

"No, what kind of question is that?"

"I recognized your voice. After Electro's attack on Oscorp, Spider-Man spoke to me and I recognized your voice Peter."

"That's crazy, I swear to you Captain Stacy. I am not Spider-Man, I'm just a kid. Any two people's voices can sound alike, it's some sort of coincidence."

The Captain didn't look convinced.

"Why are you the only person who can get good photos of him?"

"I'm just in the right place, in the right time. I swear Mr. Stacy. I'm telling you the truth."

"You seem awfully defensive."

"And you seem awfully accusatory."

The two of them stood face to face, Peter was a tall guy so his eyes were just on level with Stacy's.

"Same build, same voice, the photos and the unexplained cuts and bruises," The Captain spoke in a low tone. "It all adds up to one thing Peter."

"I don't have to put up with this," Peter brushed past Stacy and opened the doors back into the house. "Martha Connors is missing and you're worried about a seventeen year old boy who might be leaping from buildings in his free time? I don't need your blind accusations or your cold attitude, I'm out of here." He started walking through the living room and towards the front door.

"Don't come back Peter. Don't come back to my home. You stay away from my daughter."

Peter froze, his blood turned ice cold and he whipped around.

"What?"

"You heard me," Captain Stacy followed him indoors. "You stay away from Gwen."

"I… I uh…" Peter was speechless.

_What can I say? What do I do?_

Peter turned without a word, opened the front door, and started walking down the hall way.

* * *

"So what's the news?" Doctor Connor's voice came through Peter's radio.

"Stacy wasn't helpful at all. Not only did he not fork over any info on Martha, he's figured out I'm Spider-Man." Peter was frustrated. He gripped his mask tightly in his hand, the rest of his suit was spread out on his bed in the process of being repaired.

"Damn, so what's your next move?"

"I was hoping you had some ideas." The radio beeped loudly. "Hold on Doc, I got another call."

Peter pressed the button and a police broadcast replaced the doctors voice.

"Oscorp warehouse 45C is under attack from an unidentified perpetrator. Located on Westhelm Drive, just half a mile from the bay…"

_An Oscorp warehouse under attack? That's worth checking out._

Peter switched back frequencies.

"Hey listen, there's something going down at some warehouse owned by Oscorp near the bay. I'm going to check it out."

"Alright," Doctor Connors responded. "Radio me again when you're free."

Peter tossed the radio on the bed and started assembling his suit quickly. He reloaded his web shooters and locked his bedroom door.

_Hope Aunt May doesn't come up looking for me. She should be at chemo therapy anyways._

A few minutes later, Spider-Man was swooping down towards the warehouse. Smoke was billowing from some upper windows and a sizeable hole had been ripped in the side. Police cruisers surrounded the entrance and Peter couldn't help but wonder if Captain Stacy was among them. He landed on the roof and ran towards the edge. In a swift motion, Spider-Man leapt into the air and fired a web, swinging downwards and crashing through a smoke-free window.

The first thing that hit him was the smell. Instantly the smoke filled his lungs and made breathing through his mask nearly impossible. He wiped soot off his lenses and scanned the room, clinging upside down to the ceiling.

_Smoke rises idiot, you're not going to see anything up here. Not to mention you'll suffocate in no time._

He released his hold and dropped to the far ground below. His spider-sense triggered and he flattened himself to the ground as something swooshed over his head. Spider-Man rolled to his feet and found Doctor Otto Octavius standing before him.

"Octavius, Doctor Octavius, is that really you?" Spider-Man was surprised.

_I thought the Electro attack reduced him to a vegetable lying in a hospital bed._

"In the flesh!" Dr. Octopus yelled, sending his tentacles out towards the hero.

Spider-Man dodged one, then another, only for a third one to grab his ankle and hurl him into the air. He latched onto a rafter and flipped himself onto it, twirling to avoid another swipe. Spider-Man looked down at Octopus.

"I don't understand!" He called down to the doctor. "How are you alive and why are you doing this?"

Spider-Man lunged forward as another tentacle surged upwards snapping the rafter in two. He fired a web at the ceiling and swung around a stack of crates, coming around and landing on top of Doctor Octopus.

A metal claw grabbed Spider-Man by the wrist and he wrenched it free, wrapping both his arms around the doctor's neck.

"Get off me you cretin!" Doctor Octopus cried. Wrapping another claw around Spider-Man's face and peeling him off, before hurling him into a pile of crates. Spider-Man pushed a box off of him and jumped up, throwing himself at his foe. All four metal arms shout towards him and time slowed down. Spider-Man twisted over one, bounced off another, webbed a third to a wall and slid down the last one, finally punching Doctor Octopus in the face.

Octopus moaned in pain as he skidded across the warehouse floor. Spider-Man rushed towards him, eager to finish the fight. He grabbed the doctor by his trench coat and slammed him against the nearest wall.

"I need answers Octopus! What the hell is going on?" Spider-Man roared in his face.

A wall of crates went up in flames and started to tumble towards the pair. Spider-Man held the doctor and pounced up the wall and threw both of them backwards over the flames. They landed on a clear patch of floor. Spider-Man adjusted his grip on Octopus and raised his fist.

"You better start talking!"

Octopus raised his hands in front of his face.

"Don't… don't hurt me, please." He begged. Spider-Man lowered his arm and a tentacle came from his left, striking the side of his head and sending him to the floor. Before he could react, Spider-Man was pinned down by the powerful metal arms. Doctor Octopus stood above him. "Puny insect, Martha claimed you to be a threat, but you've proven to be nothing more than a waste of time. Face it Spider-Man I am superior to thee!" He proceeded to pummel the hero with his bare fists.

The blows on his face and chest, weren't enough to truly damage Spider-Man. Beneath the arms, Octopus was just a normal man after all. It was the metal arms that held him in place that he struggled against.

_Martha, he mentioned Martha. He's the one who has taken her._

A portion of the ceiling caved in and Octopus looked up from Spider-Man to survey the room. It wouldn't be long until the whole placed collapsed and Octopus, having already found what he came for, needed to make his exit.

"Burn in hell Spider-Man." Octopus said, tossing the hero limply away from him and into the air. Spider-Man landed on a wall, bouncing away from it and coming back to find the doctor had vanished.

* * *

Spider-Man crashed through the skylight, landing hard on the laboratory floor. Doctor Connors cried out and jumped up from his desk chair at the sudden disturbance. Peter tugged off his mask and grabbed onto the nearest table, pulling himself up against it.

"Connors, he has her. Doctor Octopus took Martha." He coughed.

"Doctor Octopus? You mean Octavius? You can't be serious Peter, no one's heard from Octavius since the Oscorp attack." Doctor Connors spoke quickly as he helped Peter to his feet. "And we just fixed that skylight Peter, honestly…"

Peter gave another wrenching cough, his lungs felt like they were on fire.

"It's him, no doubt about it. He's used his metal arms to break into the warehouse for some reason," Peter coughed again. "I could use some water." Connors dashed to the nearest sink and filled a beaker, before handing it to Peter. He took a big gulp and coughed some more.

"This makes sense." Connors was scratching the stubble at his chin thoughtfully.

"It does?" Peter croaked. "Please educate me."

"He was working on an experimental nuclear device when he was attacked. Octavius isn't the type of person to let his projects go to waste. He most likely went to the Oscorp warehouse to get equipment to continue his work."

"A nuclear device? What are you talking about?"

"Back when we studied together, Octavius always dreamed of providing the world with more easily accessible nuclear energy. Oscorp hired him to create an actual miniature nuclear reactor."

"Okay, so now he wants to make it on his own. Is that even possible?"

"With a mind like his, almost anything is possible."

"Okay, okay." Peter finished his water. "Why did he kidnap Martha?"

"My guess is that he needed her to create those cross species, the ones that came after you. Octavius probably came that night for me, but took her instead... "

"Why try to kill me though? I didn't do anything to him."

"I don't know," Connors put his hands to his head. "Oh Martha I'm so sorry."

"Doc listen to me, now isn't the time to break down. Martha is probably still alive. We just have to find her," Peter grabbed Connors by his shoulders and shook him. "Where would Doctor Octopus set up his laboratory?"

Connors looked past Peter into the distance, thinking hard.

"For an experiment like that, he would need an enormous amount of power, seemingly limitless supply."

"So a power plant, or at least near one, right?"

"Maybe," Connors turned away from Peter and crossed to his desk, opening a drawer and rifling through some papers. "Here we go. Roxxon Industries owns a former plant on the east side of town. The place was shut down years, but Octavius could set up some kind of laboratory there. It would be easy for him to use the old equipment there and divert all the cities energy to the plant, powering his project."

"Then that's where I'm going to go," Peter pulled his mask down over his face and started up the wall. "Give me a ten minute head start, and then call the cops. Tell them what you know."

"Peter wait, let me go with you."

Peter looked down at the doctor.

"Not an option, it's too dangerous."

"It might be dangerous for Doctor Connors, but not for the Lizard."

Peter dropped down to the floor again and faced Connors.

"You better not be saying, what I think it is you're saying." Peter said quietly.

"I can help you Peter, if you just let me…"

"No!" Peter shouted, interrupting him. "You almost killed me and your family last time you messed around with that. It's out of the question. When I get back, you and I are destroying the rest of that formula. Do you understand?"

Connors nodded silently, and then Peter climbed back up towards the skylight.

"Ten minutes Doc." Peter called back before he disappeared.

* * *

Mrs. Stacy opened the door on the first knock.

"Hello Mary-Jane, it's good to see you again." She said, breaking into a small smile.

"You too Mrs. Stacy," MJ gave the woman a hug. "Gwen texted me to come over, is she here?"

"Right this way," Mrs. Stacy led MJ inside. "How are you doing dear? Are you excited for Christmas this weekend?"

"Yes ma'am, I always love the holidays."

They reached Gwen's bedroom door and Mrs. Stacy knocked.

"Go away!" came an angry voice from inside.

"Gwenny it's Mary-Jane, she came to visit you."

The door opened and Gwen briefly appeared, grabbing MJ by the arm and pulling her inside before slamming the door shut again.

"Uh what's going on…" MJ took in everything. Gwen's slumped shoulders, her red and puffy eyes, the box of tissues near the bed. "Oh no Gwen, he didn't dump you did he?"

_Parker will pay for this._

"No, he didn't dump me," Gwen sat on the bed and wiped at her eyes. "He was here not long ago and after he left my dad comes in screaming about how I can't be with him anymore. He's such a jackass." She buried her face in her pillows.

MJ sat down next to Gwen and put her hand on the other girl's arm.

"Did you dad say why?" MJ asked. Gwen looked up

"No, he just says Peter is a bad kid. But he's not, you know that. My dad barely even knows him. It's just so uh…" Gwen hid her face again.

"Look I'm sure this will all work out. Your dad is just misinformed. You'll talk to him later, and I'll back you up okay?"

Gwen nodded.

"Where is he now?" MJ asked.

"I don't know, he got called into work," Gwen picked at her finger nail. "It doesn't really matter anyways, I mean, Peter likes you."

"What do you mean?" MJ was surprised to hear this.

"I've seen the way he looks at you MJ don't be naïve."

"Gwen, Peter is total in love with you. There's no way he likes me, we hardly ever hang out."

"You guys live right next door. You're perfect for each other, and I'm just in the way." Gwen could feel tears rising up again.

"Shut up Gwen, you're talking crazy talk. It's always been you and Peter and it always will be you and Peter. I don't like him and he doesn't like me. That's the way things are." MJ grabbed her friend and pulled her up into a hug.

"I'm sorry," Gwen mumbled. "It's just everything's been so crazy lately, with school and everything. I'm just sorry."

"It's alright Gwenny. Come on let's order a pizza or something, It'll be a girls night in!" MJ got up and started pulling Gwen towards the door.

"You don't want to go spend time with Harry?" Gwen asked.

"Well honestly," MJ scratched her nose. "I'm thinking about breaking up with him."

"What why?"

MJ paused for a moment.

"He just isn't the one."

Gwen accepted the answer and went with her friend.

* * *

Otto Octavius moved about his laboratory like a mad man, all six of his arms moving with lightning speed, getting everything ready for his big night.

"After all this time, it comes down to this," Octavius spoke with glee. "Norman Osborn held up his end of the bargain by telling me the location of the necessary equipment and I'll have to finish off Spider-Man later so we can seal the deal."

Martha was seated on her crate, her head in her hands.

_Octavius is almost finished with whatever it is he is working on. It won't be long until he no longer needs me._

A loud noise jolted Martha from her thoughts as the power station roared to life. Gears started to turn and all over the city, power was starting to be diverted to the laboratory. Doctor Octopus flicked the last several switches and watched as reactor started to glow with energy.

"It's working," he muttered to himself. "It will be self-sustaining in a matter of minutes. By the time anyone starts looking for me, I'll be long gone with my invention."

"I wouldn't be on it!" shouted Spider-Man as he dove from the shadows, kicking Octopus away from the reactor. Octopus sprawled on the floor several feet away, only for his tentacles to quickly bring him to his feet. Spider-Man and Doctor Octopus faced each other.

"You won't stop me Spider-Man!" Octopus shouted, spit flying from his mouth.

"Spider-Man look out!" Martha cried out and Peter turned to her just as something slammed into him, carrying him across the lab and through the wall. Spider-Man pushed away from his attacker and tried to get his bearings, whilst falling through the air. Eventually crashing into the roof of a car and sliding to the street. The Rhino didn't land far away, creating a sizable hole in the asphalt.

Spider-Man sprung to his feet.

_I gotta get back up there._

He was about to leap into the air when his spider-sense warned him of an impending attack. Spider-Man back flipped over the Rhino's punch and fired a web into its shoulder. When he landed, he tugged on the Rhino hard enough to pull him off balance and send him stumbling through the front window of a nearby store.

_Should probably be more careful, property damage isn't going to pay for itself._

Spider-Man looked up towards where the Rhino had tackled him through the wall. The Scorpion and the Vulture were in the process of emerging from the hole, looking for their prey. Spider-Man could hear the Rhino attempting to free himself from the wreckage.

_Gotta move fast._

Spider-Man ran and jumped into the air, pushing himself off the roof of a parked car and firing a web line. He swung upwards towards the hole and the two monsters caught sight of him. The Scorpion flexed his tail and fired a stream of liquid from its end towards Spider-Man. He tugged harder on his web, pulling himself over the projectile.

_Don't know what that is, but I'll bet it's not good for you._

The Vulture dove towards Spider-Man and tried sweeping him with his talons. The sharp claws barely missed him and he twisted in the air, kicking the Vulture as he whizzed by. Spider-Man fired another web and zipped towards the hole and the Scorpion. The Scorpion swung with his massive claw, but Spider-Man flipped over the attack. He was almost in the building when a mechanical tentacle pounded into his chest knocking him back into open air.

"Keep him occupied boys! Daddy's got work to do!" Doctor Octopus shouted down to the street below.

Spider-Man landed on a lamp post, time slowed down as the Vulture came by for another swoop. He bent backwards, avoiding the attack and falling to the ground. The Rhino had recovered and came charging at Spider-Man once again. Making a snap decision, he dove forward and cart wheeled on his hands, sliding between the Rhino's legs. He heard the Rhino impact with another building from behind him.

_This is getting out of hand. Someone is going to get hurt. _

The Scorpion came down towards Spider-Man, pin wheeling through the air and hitting his back with its tail. Spider-Man felt the armored appendage wrap partially around him, as it forced him to the ground. It felt like his spine had been snapped. He fell on his hands and knees and looked up just in time to see the Vulture approaching him. Spider-Man tried to dodge out of the way but he was too slow. The Vulture dug its talons into his shoulder and carried him through the air, smashing him into the windshield of an on coming police cruiser.

_Oh boy, the police are here. Has it been ten minutes already?_

The car screeched to a halt and Spider-Man was thrown forward, landing on his face. The door opened and none other than Captain George Stacy stepped out.

"Radio all available units. I want these roads shut down and a perimeter set up as far as 4th street." He shouted to his partner. Several other officers pulled up in their own cars and they filed out into the street. Spider-Man pushed himself up to see Captain Stacy advancing toward him, his gun raised.

"Wait!" Spider-Man cried. "It's not safe!"

Sure enough the Rhino came charging towards them. Spider-Man leapt towards the captain and flattened him to the ground. The Rhino continued past them and into the mass of vehicles, trampling cars and police officers alike.

A hiss alerted Spider-Man to the Scorpion's return. Spider-Man leapt to his feet and blocked a blow from the green monster before returning his own.

"Get out of here!" He yelled back at Stacy, as he ducked away from another tail swipe.

Luckily, Stacy followed his advice and retreated back with the rest of his unit. The Scorpion lunged forward with his claw and Spider-Man caught it with both his hands, holding it apart with difficulty. The serrated blades scratched at his palms, but he didn't loosen his grip for fear of being completely decapitated. His spider-sense triggered again and he sensed the Vulture descending upon him.

"Three against one, isn't this a little unfair?" Spider-Man gasped.

"Perhaps we should even the odds, hmm?" A silver knife lodged itself in one of the Vulture's wings and it screeched in pain, crashing into the ground. The Black Cat leapt from her perch and raked her claws down the Scorpion's back, actually piercing the hard shell. Spider-Man took advantage of his enemy's momentary distraction and flipped the Scorpion up over his head, throwing him away.

"You shouldn't have come Felicia." Spider-Man clutched at his side, breathing heavily.

"And miss all the fun? Not in a million years." She smiled.

"Watch your back!" Spider-Man pointed. The Vulture had come around to claim its revenge. The Black Cat slung another knife that narrowly missed its mark and was forced to dive out of the way to avoid being struck.

"I got bird boy, now you go do something useful." She called, flipping up and taking a swing at the Vulture. Spider-Man shook his head and looked around.

_What a stubborn girl, if we get out of this, I'm going to have to keep my eye on her. Okay so down to business. The Rhino is smashing up cop cars and the police are returning fire, doesn't seem to be doing much damage though. Where's the Scorpion?_

A large mass striking his side answered his query. The Scorpion hissed in Spider-Man's face trying to pin him to the ground. Spider-Man struggled beneath him, punching upwards into the beast's stomach. The Scorpion bucked upwards and responded by imbedding his tail into the ground next to Spider-Man's head. He placed his feet on the Scorpion's chest and pushed him up and over him.

The Scorpion tore his tail from the ground and turned to face Spider-Man, but his enemy was already closing in. Spider-Man raised his fist in a mighty punch and struck the Scorpion right on the jaw. There was a horrible crunching sound and blood suddenly covered the lenses of his mask.

_Oh god what have I done?_

Spider-Man wiped away the blood on his forearm and looked down at the Scorpion. The monster made awful gargling sounds as it writhed about on the ground. Its entire lower jaw was missing, having been punched off. Blood pooled at Spider-Man's feet.

_You can feel remorseful later. _Spider-Man tore his eyes away from the ghastly sight. _Where's Felicia?_

The Black Cat and the Vulture had vanished from sight. The cops however, were still under attack by the rampaging Rhino. Spider-Man darted toward the gunshots and roars, leaping over police cars and unmoving bodies. He found the Rhino in a circle of destruction, cops were scattered about, taking cover behind whatever they could find all the while firing upon the massive beast.

"Hey Rhino!' Spider-Man continued forward. "I think you dropped something!"

Spider-Man jumped onto an overturned police car and sprang off of it into the air. He fired two Bio-Cables, actually pulling the car off the ground with him. Spider-Man brought the car to him and planted his feet on it, spinning it around and kicking it towards the Rhino. The shot was a direct hit, the car sending the Rhino backwards into an older looking building.

The building shook from the abuse and started to crumble down onto the Rhino and any unsuspecting officers. Spider-Man lunged forward and grabbed two, throwing them quickly somewhere behind him. He turned to get himself out of the danger zone, when something wrapped around his leg.

"Squish the bug." The Rhino grunted, holding Spider-Man in place as the building crumbled around them.

* * *

**Shout out to the longest chapter I've ever written.**

**- Mike**


	17. It's Hard to Remember - Part VII

It was all suddenly very dark and quiet. For a second Peter wondered if he was dead. Something large and heavy pressed against his back and he could feel his face pressing into the warm ground. Peter moved his hand and felt his head. His mask had been knocked askew and now his vision was obscured by the fabric. He tugged on it, trying to shift it back into place when another hand grabbed his wrist.

"Wait don't…" Peter grunted as the hand started pulling on his mask. "Please…"

Suddenly Peter's vision was no longer obscured and he looked up to see Captain Stacy holding his mask in his hand.

"Hello Peter," He said. "You're under arrest."

Peter struggled to stand up but the weight on his back was too great, it demanded he remained prone. He looked up into the Captain's eyes and pleaded.

"You have to let me go. Doctor Octavius is up there with a nuclear bomb. He has Martha Connors and I'm the only one who can stop him."

"We have Emergency Response Units already converging on his location. It won't be long until he is in custody."

"No, they won't be enough, you don't understand. He's too strong." Peter struggled under the rubble again, but it wouldn't budge. Captain Stacy pulled out his gun and pointed it at Peter.

"Stay where you are Parker, we'll get you out soon enough."

"Please, listen to me. Octavius will level half the city if something goes wrong. I'm the only one who can stop him, you know that. Please you can't risk people's lives, you can't risk Gwen."

"Don't bring her into this. She has nothing to do with this."

"She has everything to do with this. We're both out here for the same reason, we want to protect the ones we love," But Captain Stacy was no longer listening he had turned away from Peter and was speaking into his radio. "Listen to me!" Peter shouted, trying to get his attention. "I'm the only one who can stop him!"

"Send a few ERU's over my way. I have Spider-Man in custody."

"No!" Peter screamed. He pushed himself upwards, digging deep into himself to find his strength. The debris on his back started to rise and Peter brought himself to his knees.

"Stay where you are!" Stacy shouted, his gun now leveled between Peter's eyes.

"What are you going to do?" Peter gasped, struggling under the weight. "Shoot me?" George Stacy looked at the teenager before him. Peter Parker looked a lot older than he actually was. His hair was matted down over his forehead with sweat and blood was dripping from a cut over his eye. "If you're going to do it, then just do it. But I'm not going to give up." Peter's eyes were firm.

Stacy's gun wavered and the two men looked into each other's eyes. Peter could feel his muscles beginning to fail him, his body was straining from the abuse it had been dealt. In a swift motion, Captain Stacy holstered his gun and grabbed the front of Peter's suit, pulling him forward. Peter gave a final mighty push and the fallen wall that had previously trapped him, collapsed once again. Peter fell to the ground and Captain Stacy continued to drag him from the wreckage. They came to a stop in the middle of the street.

"Thanks." Peter mumbled, looking around and finding them to be alone.

"Don't make me regret it Parker." Captain Stacy yanked Peter to his feet and grabbed his arm firmly. "You get up there and you bring Octavius down. Then you're coming in with me." Stacy held out Peter's mask.

He took it from Stacy and brought it over his face.

"I love Gwen," He blurted. "I'm in love with your daughter."

"I'm starting to feel some regret." The Captain grumbled. Spider-Man smiled under his mask and turned leaping into the air and firing a web line.

_I don't know what will happen after this. I'm only 17 so I don't think they can throw me in jail. My web slinging days are over though, that's for sure._

Spider-Man flipped upwards and into the building, crouching low to the floor. The first thing that hit him was the noise. Terrible screeching noises filled the air as the power plant, pumped electricity in from all over the city. He swept the room, his eyes falling upon Martha Connors who was attempting to hide behind some crates. Spider-Man leapt over to her.

"Martha, are you alright." He asked, quickly snapping the chains that held her prisoner.

"I am now." She hugged Peter fiercely.

"Alright, well hold tight I'm getting you out of here."

"No, not yet." Martha dashed across the room.

"What are you talking about, it's not safe here." Spider-Man followed her.

"The reactor, I need to shut it down. It's dangerously close to becoming unstable."

"Where's Octopus?"

She pointed towards a door, where gun shots and screams could be heard.

"Dealing with resistance." She responded.

"Damn, I knew they wouldn't be a match for him. Do what you got to do and get out of here, I'll deal with him." Spider-Man headed towards the skirmish while Martha turned towards the reactor, which was placed upon a heavy bench.

_Alright, _She thought. _Let's turn this thing off._

Spider-Man peered carefully around the door. The sounds were coming from downstairs. He clung to the wall and crawled down the stairwell, what met him below was a terrible sight.

Doctor Octopus ripped a armored ERU apart with his metal tentacles, tossing the pieces of the corpse onto a pile of equally decimated bodies.

_He slaughtered them, all of them._

Spider-Man roared and charged at Octopus catching him off guard and slamming him into the ground, face first. He unleashed a torrent of punches against the doctor's back, trying to beat him into submission. A quick tentacle swiped him off and Spider-Man landed on his feet ready to attack again.

"You're still alive Spider-Man?" Doctor Octopus was lifted up and set on his feet. "We'll have to remedy that."

"You don't care that you've killed these men or that you're placing millions of other's at risk. This is just some twisted experiment to you, isn't it?" Spider-Man seethed.

"They are all necessary sacrifices and how can you achieve great reward without great sacrifice?" The octopus and the spider circled each other.

"As a man of science, you should be helping people not hurting them. Kidnapping, torture and murder, when does it end?"

"What would you know about science or the good of mankind? You're just a kid playing superhero, doing more harm than good. To answer your question, it ends when I win!" Doctor Octopus surged forward towards Spider-man, arms flailing.

Spider-Man latched a web onto the ceiling and pulled himself up and over Doctor Octopus. A tentacle swung in his direction and Spider-Man kicked off of it, flipping though the air. He fired globs of webbing at Octopus, but they were all blocked as the doctor shielded himself with his metal arms.

As Spider-Man touched down on the ground again, he was forced to bend backwards as another tentacle stabbed towards him. He grabbed the extra appendage as it snaked over him, and gripped it tightly. Spinning on his heel, he dragged Doctor Octopus off his feet and slung him across the room. Doctor Octopus grunted heavily as he hit the wall, his arms absorbing much of the impact.

Octopus brought himself to his feet and saw Spider-Man sprinting towards him. As his foe drew nearer, Doctor Octopus quickly snapped a tentacle up and hit Spider-Man in the chest, pushing him up and through the ceiling. Spider-Man continued upward and slammed into the roof, falling to the laboratory floor.

"Spider-Man!" Martha looked up from what she was doing.

_Oh no, I'm running out of time. _She thought.

Doctor Octopus appeared in the hole Spider-Man had created, rising up from below.

"Step away from the machine Martha, if you know what's good for you." Doctor Octopus called, upon seeing her.

She tried to ignore him, furiously examining the reactor before her. It was about the size of a washing machine and she had managed to open the side panel exposing a mess of wires and mechanisms. The sound of heavy metal foot steps made her heart jump into her throat. Doctor Octopus was coming towards her.

"Idiot woman, you have no idea what you are…" Octopus was interrupted as Spider-Man wrapped his arms around his neck. He howled in anger and thrashed about, trying to dislodge his attacker. Spider-Man gripped tightly.

_I can end this. If I just pull in the right direction I can end all of this. Just one tug, it would be so easy to kill him._

All four metal tentacles planted themselves against the ground and raised their creator, slamming Spider-Man against the roof. His grip loosened and Spider-Man was tossed away, landing on the workbench.

_That hurt, that really hurt._

Doctor Octopus advanced on Spider-Man.

"I've had enough of your interference," He raised his claws, ready to rip Spider-Man apart. "It's over Spider-Man."

"Freeze, no one move!" Doctor Octopus, Martha Connors and Spider-Man turned at the voice. It was Captain Stacy flanked by another set of ERU's. "Put your hands where we can see them!" Captain Stacy continued.

Doctor Octopus smiled, turning to face the officers.

"If you say so…" He said. Two of his tentacles wrapped around him and the others stretched outwards grabbing a couple of men and flinging them into the air. The remaining men opened fire, the bullets bouncing harmlessly off the metal limbs.

Spider-Man's insides felt like they were melting but he forced himself to move. He snagged Doctor Octopus with a Bio-Cable and pulled him towards him, hitting him in the face when the doctor came in range. Doctor Octopus tumbled to the floor and Spider-Man pounced on top of him and began beating him with his fists.

Across the room Martha continued to work on the reactor. It wasn't going well. So far she was unable to cut the power to the device and was resorted to feeling around inside the device for some kind of mother board. Her fingers connected with a wire and she attempted to get around it but it suddenly came free, sending sparks flying into the heart of the device. The reactor let out a puff of flames and Martha screamed as fire engulfed her sleeve. She dove to the ground, trying to smother the flames.

A large whining filled the air, and sparks erupted from the machine in a dazzling show. Martha succeeded in getting rid of the fire and crawled away from the reactor as the noise grew louder and louder.

_Oh god I've failed. It's going to explode._

She turned to find Spider-Man pounding Doctor Octopus, armed men were moving towards the pair.

"Spider-Man!" She shouted, but he didn't look up. He just continued to punch furiously. "Spider-Man!" she tried again but there was still no response. Martha looked back at the reactor. The sparks were increasing in intensity. "Peter!" she screamed.

This got his attention as his head snapped up. Martha pointed to the reactor.

"It's going to blow!"

Spider-Man looked down at the bloody Doctor Octopus and over at Martha, then back at Captain Stacy.

_I have to move fast. _He thought.

Spider-Man grabbed a fistful of Octopus's coat and leapt towards Martha. He grabbed her with his other hand and propelled the three of them towards the massive hole in the wall. They flew out into the cold air and tumbled towards the ground. Spider-Man felt Martha's arms wrap around his neck and raised his now free arm to fire a web, but no fluid came out.

_It's empty, no time to refill it either. This is it._

Something impacted against him, but it wasn't the ground. The Black Cat gripped Spider-Man's forearm, swinging on her grappling hook, she brought the group safety to the street. They collapsed in a heap.

"How many times am I going to have to save your ass spider?" The Black Cat joked.

Spider-Man threw the unconscious Doctor Octopus off of him and rose to his feet. He ignored everything, turning to head back up into the power plant. There wasn't any time though, as the entire building exploded.

"No!" Spider-Man screamed in rage, as debris was flung into the air. The building collapsed in on itself, filling the street with a putrid dust.

* * *

Snow had started to fall, drifting lazily from the clouds and alighting upon whatever surface it first touched. A massive column of black smoke rose from the scene, up into the sky. The first responders had made quick work in making sure that all civilians were safe. That was the easy part. Shifting through the rubble, looking for survivors was much more challenging.

Peter Parker sat on the edge of a rooftop, still wearing the remains of his suit. In the battle, the lower half of his mask had been ripped off and the cold air stung at his nose and lips. He looked down at the wreckage below.

_I wish I could help, but the police wouldn't exactly welcome Spider-Man with open arms. Besides, everyone in that building is dead. They are dead just like my parents, Uncle Ben, Max Dillon, and Captain George Stacy. Poor Gwen…_

Peter closed his eyes hard, wishing that time would just stop for a moment. So that he could be alone, so that Gwen would never find out and that she would never cry. There were footsteps behind him and he turned to find the Black Cat striding toward him.

"Hey." She said and Peter stood up.

"Where have you been?" He asked, not in the mood for her games.

"The Vulture put up a hell of a fight, but I brought it down a few blocks over," she gestured with her thumb. "Last I saw it was being taken in by some ERU's."

Peter nodded and looked away from her, back down at the destruction.

"What will happen to it?" She asked.

"The Vulture? It'll be taken along with the rest of those monsters and Doctor Octopus to the Raft. It's one of the most secure prisons in the world, maximum security and all that." Peter answered.

"What were those things anyway?"

"It's a long story. I don't feel like talking about it."

They stood in silence together for a moment, snow settling on their shoulders. In the aftermath, Martha Connors had been taken to the hospital and eventually reunited with her family. Peter would go visit them later to make sure she was alright.

"Why did you help me?" Peter asked quietly. "I thought you hated me or whatever."

"My father was a good man. He taught me to never hold a grudge," She moved closer to him. "But then again, who knows? Maybe I have a crush."

She kissed him suddenly on his exposed lips. Peter was too stunned to pull away and when she finally did, he was momentarily frozen.

Felicia licked her lips and winked at Peter.

"See you around spider." She said before disappeared over the edge of the roof.

_I'll never understand women, not in a million years._

He left the roof and head home, which was more of a challenge with one web shooter. When he finally pushed open the front door, Aunt May was wrapped in several blankets and waiting on the couch. Candles and flashlights illuminated their house, while heavy curtains hung over the window, trying to keep any warmth inside.

"Peter, oh thank god you're home. We lost power about an hour ago and…" Aunt May stopped talking when she saw her nephew. He was dressed back in his street clothes, bloody, beaten and tired. But most of all, Peter was sad. It all became too much for him, upon seeing the woman that raised him. He felt like a little boy again, coming inside after scraping his knee on the sidewalk. He wanted her to take away the pain.

Aunt May took Peter in her arms as he wept. She brought him to the bathroom and cleaned off the dried blood and dirt. She got him a change of clothes and a fresh meal. Then finally she walked him up the stairs and to his bed, where he collapsed in exhaustion. She blew out the candle on his nightstand before she left, wiping away one of her own tears.

Peter would have to make up some lie later. Something about being mugged or getting hit by a car, but right now he was too tired to have a rational thought. He felt his eyelids droop down, blocking out the moonlight that shone dully through his window. His phone buzzed on his nightstand and he grabbed it, looking to see who was disturbing him.

It was Gwen. She had probably gotten the news and was calling him for comfort. But Peter couldn't be strong for her right now. At that moment he was also broken. In time he could be there for her, just not tonight. Peter set the phone back down and let it go to voice mail. If he closed his eyes he could picture the scene. Gwen's mother would open the door to find two police officers with their hats in their hands. She would instantly start to cry, pressing her hand over her mouth. Then Gwen herself would appear behind Mrs. Stacy. She would look between the officers and her mother and put the pieces together. Her blue eyes would fill with tears and then she would crumble.

Peter couldn't be there for her. He wasn't strong enough. At least, not for tonight.


	18. It's Hard to Remember - Part VIII

Captain Stacy's funeral was a beautiful one. There were lots of flowers and photographs form his time on the police force. His fellow officers fired guns into the air to honor their fallen comrade and many people held hands and cried.

Besides family and other police officers, Peter, Harry, MJ, Anna Watson and Aunt May were also in attendance. Gwen buried herself in Peter's chest as they lowered her father into the ground. She couldn't watch.

After the ceremony, there was a wake at the Stacy's apartment. It was odd for everyone in attendance. George Stacy had always been an impressive man, his presence filling up whichever room he was in. The apartment felt empty, even though it was currently brimming with people.

Harry found Peter standing against a wall with a drink held awkwardly in his hand.

"Sup man." Harry said, taking a portion of the wall next to his friend.

Peter nodded back, not really knowing what to say.

"So uh, me and MJ broke up." Harry pressed on with the conversation.

"Really?" Peter was honestly surprised.

"Yeah, it's been a shitty week huh?"

"Yeah, did she give you a reason?"

"She said that it would be too hard to keep a relationship after high school. That's BS if you ask me."

Peter thought of him and Gwen. Could their relationship last?

"Maybe she's right."

Harry shrugged in response, obviously more than a little ticked about their sudden end. Peter looked across the room to find Gwen duck away from MJ and her aunt, and start heading towards her bedroom.

"I'll see you around." Peter said to Harry, walking quickly after his girlfriend.

Her bedroom door was already shut when he got there. He knocked quietly and she didn't answer. The door wasn't locked and Peter opened it to find Gwen quickly drying tears from her face. He didn't say anything as he shut the door behind him and sat next to her on the bed. She leaned into him and he wrapped his arm around her.

This was very different from their previous encounters in this room. There were no hormones, or passion, or love. There was only pain.

"The last time I saw my dad," Gwen choked. "He came through that door and told me I couldn't see you anymore. He said you were a bad person." Peter stiffened next to her, but she continued whispering. "I told him that I loved you. I screamed and yelled and the last thing I told my dad… was that I hated him."

Peter put his other arm around her and pulled her closer, she melted into him.

"He knew that wasn't true. He knew that you loved him and he loved you too," Peter spoke slowly, trying to formulate something meaningful to say. "You can't be angry at yourself, he wouldn't want that."

"I know," it was hard to understand what Gwen was saying, her face was pressed against him. "I never hated my father. It was a stupid thing to say and I didn't mean it. It's just hard you know, we ended on bad terms."

It was then that Peter knew. Holding Gwen in his arms Peter came to the realization that he and Gwen would last. Their relationship wasn't something that would end, it hold them together forever.

_You should tell her. You should tell her what happened. You should tell her you are Spider-Man._

Gwen was mumbling something.

"What was that?" Peter asked.

"… I hate him." She said.

"Who?"

"Spider-Man."

"What…"

"My dad's last radio transmission was that he had Spider-Man in custody. That's the last time the police base heard from him."

"Gwen… your dad died in the explosion."

"Doesn't matter, Spider-Man got free somehow. He attacked my dad and escaped, I know it. If Spider-Man was a hero, my dad wouldn't have arrested him. If he was a hero, he wouldn't have left my dad to die."

"Please, don't do this."

Gwen pulled back slightly from Peter and looked into his eyes. A tear ran down his cheek and dripped of his jaw to land on the carpet.

"Peter, it's okay," She took his head in her hands. "It's okay, I'm fine."

"I'm sorry Gwen," He closed his eyes and leaned forward, pressing his forehead against hers. "I'm so sorry."

* * *

It was the last day of school before Christmas. Peter and Gwen were walking down the hallway, discussing their holiday plans.

"Come to my house on Christmas Eve," Peter said. "Aunt May is throwing a party."

"That sounds cool I'll talk to my mom about it." Gwen gave a small smile and took Peter's hand.

They turned a corner and were shocked to come face to face with two equally shocked people. Flash Thompson and Felicia Hardy blocked their path. Peter shifted uncomfortably.

"Uh," Flash began, his eyes met Peter and he looked away, scratching his arm where his cast used to be. "Hey Gwen, I heard about your dad. I'm sorry."

Gwen was taken aback, coming from Flash that meant a lot. It seemed like a life time ago that she was cursing at him in the hallway.

"That's really sweet, thank you." She responded curtly. He nodded and trudged off down the hall.

Felicia was now leaning against the wall, waiting her turn. She ran her hands through her short dark hair and smiled at Gwen.

"Your dad was a great man, if you ever need anyone to talk to. You can come to me." She embraced Gwen quickly and started on her on path away from them.

"That was odd, but nice." Gwen chuckled, but Peter wasn't listening. He watched Felicia retreat away from them.

"Give me a second," He patted Gwen's hand and jogged after Felicia, catching up to her easily. "Hey" he said.

"Uh hey." Felicia responded.

"Do you… do you wanna come to my house on Christmas Eve? We're throwing a party."

Felicia narrowed her eyes. No one went out of their way to talk to her, let alone invite her to a party.

"Why?" she asked.

"Why what?"

"Why are you inviting me?"

Peter scratched the back of his head.

"Well uh I need to make more friends so I thought I'd invite…" Peter trailed off, he actually hadn't thought of a good reason to invite her.

_She's all alone. But she'd rather hang out with Spider-Man than freaking Peter Parker._

"I'll think about it." She said and turned on her heel. Peter went back to Gwen.

"What was that about?" She asked.

"I invited Felicia to the party," Peter shrugged. "I kind of doubt she'll make an appearance though."

"Oh, okay. That's good." Gwen looked at her shoes as they walked.

They were eventually forced to part ways, each going to their respective class. Peter ducked into Doctor Connors' room and moved to his seat. The bell rang and the class began.

"Alright, since today is the last day before the holiday break," Doctor Connors was fiddling with a television that he had set up near the front of the room. "We are going to be watching a film, I don't care if you watch it or not. Go to sleep if you want just don't bother me."

The class chuckled and Doctor Connors sat back behind his desk. It was a boring film. It talked about biological systems and evolution, stuff that Peter could have taught with greater finesse. When the class finally ended, Peter, of course, stayed behind to talk to Connors.

"How's Martha doing? I've been meaning to drop by." Peter said.

"She's doing well. It's good to have her home. But she has… trouble sleeping." Doctor Connors was packing his brief case.

"Yeah, tell her she can join the club. Where are you heading Doc, don't you have another class here before you head to ESU?"

"I need to run some errands. I have a substitute coming in to cover me." He picked up his briefcase and started towards the door.

"Connors, I want the formula." Peter said firmly. Doctor Connors stopped in his tracks. He turned and smiled, although the smile didn't reach his eyes.

"Oh right, I almost forgot," He walked back to his desk and opened the drawer, pulling out a shoebox sized container. He handed it to Peter. "It's all there."

Peter opened it and pawed through the contents. There were several vials along with numerous sheets of paper, full of complex equations.

"It's for the best." Peter tucked it under his arm and Doctor Connors nodded shortly. "You should bring the family by my house on Christmas Eve, we're having a party."

"Yes, we'll be sure to drop by," This time Connors genuinely smiled, putting his hand on Peter's shoulder and guiding him from the room. He locked the door behind him and turned to face Peter again. "Listen, what happened to George Stacy was out of your control. Octavius is the one responsible." His eyes were firmly locked on Peter's.

Peter looked down and nodded. He could tell the doctor was only trying to help.

"Thanks Doc."

They shook hands and then separated, Connors heading out the front doors and Peter going to his next class.

* * *

"What do you mean you didn't get any pictures?!" J. Jonah Jameson roared in Peter's face.

Peter wiped away a drop of spittle from where it had landed under his eye.

"It was the middle of the night. I have to sleep sometime Jameson." Peter was fuming.

"I don't want your excuses Parker. Spider-Man, Doctor Octopus, Black Cat, Scorpion, Rhino, and Vulture all in one place and not a single picture for the front page, it's a travesty!" Jameson threw his hands in the air and stormed back to his desk, sitting heavily in his chair. "I knew I shouldn't have hired a kid, no motivation. Just a camera and a little beginners luck."

Peter had enough. He slammed both his hands on the desk, causing Jameson to jump.

"Listen to me, you piece of garbage, I don't need your abuse. It's because of me that you even got decent photos of Spider-Man, and you continue to print these ridiculous lies about him! I've been dealing with bullies my whole life, but I'm not about to take shit from second rate news paper editor."

Jameson looked like he had been slapped, his face becoming more and more red by the second.

"Why you little…"

"Don't bother Jonah, I can't put up with this shit. I quit." Peter turned and left the office before Jameson could react. He stormed past Betty Brandt and slammed his hand into the elevator button, cracking it. The doors opened and he disappeared.

Jameson appeared in the doorway to his office, he turned to Betty.

"What was that about?" She asked.

"Nothing, get out a sheet of paper," After she did Jameson continued. "I want you to call the Parker boy after a couple of days, tell him we'll double his pay if he comes back. Give his some time to cool off though."

"Will do Jonah." She went back to work and Jameson disappeared into his office, he needed a drink.

* * *

"Peter, get over here and help me with his, there isn't much time!"

Peter turned to his Aunt May and retrieved a tray of cookies from her struggling hands.

"Calm down, gosh," Peter set the tray on the kitchen table. "There's no need to stress out."

"There's every reason to stress out," Aunt May scolded. "It's our first house party in, well forever."

The door bell rand shrilly.

"Oh lord, they are here!" She furiously began untying her apron. "Get the door Peter."

He leapt over to the door and flung it open to greet the Connors' family.

"Hey guys." Peter hugged Martha, careful to avoid her arm that hung in a sling.

"Hello Peter," She released him. "Oh that smells good." She ducked past him and headed into the house. Billy Connors followed his mother, but not without giving Peter a high five first.

"Hey Doc, nice sweater." Peter laughed.

Connors touched his flashy Christmas sweater self consciously.

"Why thank you Parker, Martha made it for me," He patted Peter on the shoulder and brushed past him. "Merry Christmas."

MJ and her Aunt Anna arrived soon after, followed by Gwen and her mother. Both of the Stacy's were quiet but friendly, their eyes framed with dark circles. Peter hung by Gwen's side, their hands perpetually interlocked. It was comforting to her, him being with her. She felt unstable and weak on her feet, in stark contrast to his strong and firm grip on her. She loved him.

Harry Osborn knocked on the door almost an hour late. Peter opened it, happy to see his friend.

"Hey man, thanks for coming," Peter gestured him in. "Where's you dad?"

"He couldn't make it," Harry shrugged of his coat and tossed it haphazardly towards the coat rack. "He has work or something. I don't know."

Peter led him into the kitchen and showed him the array of food.

"Help yourself to whatever."

Harry had caught sight of MJ chatting with Martha and visibly stiffened. He muttered something about the living room and shifted out of the room.

_Hopefully things will smooth over between them soon._

The door bell rang again and Peter dashed towards the door.

_Everyone is here so that must be…_

"Felicia!" Peter beamed. "Good to see you."

She was slightly over dressed, wearing a neat red dress.

_It's odd not seeing her in a skin tight cat suit._

"Uh hi," Felicia said. "Am I still invited?"

"Of course, come on in." They went inside and Peter introduced her to everyone. Felicia had hardly interacted with any of them before, but they welcomed her warmly. She couldn't help but smile and laugh along with the crowd. It was her first Christmas celebration with… friends. Felicia Hardy was happy.

The party was going well, really well. Aunt May was a brilliant cook and everyone gorged themselves. Doctor Connors told some terrible jokes and as Harry started to warm up, he joined in, with Mrs. Stacy teaching him how to dance the fox trot. Music, family, friends and fun, it was the best Christmas Peter had ever had. It was his first Christmas without his Uncle Ben, but he knew that this was how his uncle would want him to spend it. He had Gwen in his arms and his friends at his side, things could be a lot worse.

As the night started to wind down, Peter found himself in the kitchen rummaging through the fridge for more eggnog. There was a tap on his shoulder and he turned to find MJ smiling at him.

"Hey Mary-Jane, what's going on?"

"Are you ready for your Christmas present?" She asked excitedly.

"Uh shouldn't that wait until tomorrow?"

"Maybe but I think tonight is the best time."

"Well okay then."

MJ took his hand and led him into the other room and over to the piano. She sat him on the bench and took the spot next to him. She cracked her fingers.

"Aunt May has been doing a good job teaching me, I'm just not the best student. Hopefully I won't butcher this completely." She laughed, setting her fingers on the keys and then she started to sing. "Oh Peter, you are so cool. I wish we hung out more after school. I know that you live right next door, but you should still call me more."

They lyrics continued on from there. Peter couldn't help but laugh at its ridiculousness, playfully bumping sideways into MJ who struggled sing the next lines through her own laughter.

"We need to get you some singing lessons next." Peter teased when the song had finished.

MJ punched his arm.

"Screw you Parker, that took my like a week to learn. Do you have any idea how hard it is to play and sing at the same time?" She scolded.

"Honestly I have no idea," he smiled at her. "Thanks Mary-Jane, that was nice."

"You're welcome," she smiled back. "Your present to me better be freaking amazing."

"I think you'll like it."

It suddenly became very obvious to Peter how close they actually were. He could feel her breath on his face.

"Peter I…" MJ began talking but Peter wasn't listening. Over her shoulder, he could see Gwen standing in the doorway. He stood up from the bench.

"Gwen." He said, but she was gone. Peter abandoned MJ and quickly walked after her and into the main room. Everyone else was seated, listening to Anna Watson telling a story. Peter scanned the room and peeked into the hallway to find that the front door was open.

Gwen was on the porch when Peter came out. He shut the door and approached her cautiously.

"Gwen." Slowly she turned to him, tears in her eyes.

"If you like MJ just tell me already. I can't stand you guys ogling each other whenever I'm in the other room." She said angrily.

"It's not like that babe. Mary-Jane and I are just friends, we've been through this."

"Friends don't write friends songs like that."

"It was just a joke…"

"Yeah it sounded really funny." Gwen suddenly yelled.

It was everything that had happened recently. It was all boiling over the edge. She was tired of being hurt. Peter closed the distance between them and took Gwen in his arms. He wiped away a tear that drifted down her cheek.

"I love you Gwen, I love you more than anything."

She looked up at him, her eyes were so big. Quickly he reached in his pocket and pulled out a small flat box. Gently, he opened it and showed the contents to Gwen. It was a necklace, beautiful and silver with a small heart on the end. The letters "P" and "G" were engraved on the charm.

"I want you to move in with me," He didn't give her a chance to speak. "After this last semester we're both going to ESU. We'll get an apartment nearby. I don't want you to be alone in some dorm. I want you to be with me."

She reached out and softly touched the cool chain that rested in the small box.

"Peter." She breathed.

"I love you." He said again.

She pressed her lips into his and he pulled her closer to his body. They meshed together in love, their lives forever intertwined.

"I love you too," she whispered. "Let's move in together."

* * *

The door to the cell hissed open and Doctor Octopus looked up to see Norman Osborn standing in the door way. Otto Octavius was ruined. His freedom had been taken away along with his mechanical arms. Spider-Man had given him such a beating that his face was now a collage of cuts, bruises and bandages.

"Make this fast Octavius." Norman said, stepping into the room and crossing his arms. "We have five minutes."

Otto Octavius tried to smile, but his battered face didn't cooperate.

"I have some information that might interest you. While Spider-Man and I were engaged in combat, Martha Connors blurted something, a name to be exact." Octavius wheezed. He was still weak. "And Spider-Man responded to it."

"What was the name?"

"Peter."

"Peter, Peter who?"

"That's for you to find out," Octavius turned away from him. "But when you do, I want a piece of him."

"We'll see."

Norman Osborn turned and exited the cell.

* * *

**Well guys, that's the end of that arc. Thanks alot to everyone who read and dropped reviews, it makes me happy. The next arc will be posted soon, but first I am going to be posting a Black Cat spinoff that will take place after "It's Hard to Remember" and before the next arc, which will be titled "This is Not My Desire". The Black Cat story will be called "The Claws of Redemption", so be on the look out for that if you are interested. Remember to have your pets spayed and neutered.**

**- Mike**


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